


CONTEST OF CHAMPIONS: 16TH FINALS

by ABOOK5117



Category: Avengers: Earth's Mightiest Heroes, Marvel, The Avengers (Marvel) - All Media Types, The Spectacular Spider-Man (Cartoon)
Genre: F/M
Language: English
Status: Completed
Published: 2018-12-26
Updated: 2018-12-26
Packaged: 2019-09-27 13:01:28
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 20
Words: 40,312
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17162432
Author URL: https://archiveofourown.org/users/ABOOK5117/pseuds/ABOOK5117
Summary: The action continues to heat up as the tournament reaches the 16th Finals. As the Avengers continue to fight against the Thunderbolts, each side losing more of their teammates, Spider-Man himself faces another challenge of his own...Gwen Stacy discovering his true identity.





	1. Chapter 1

 

 

**_DISCLAIMER: CHARACTERS FROM SHOWS SUCH AS THE SPECTACULAR SPIDER-MAN, DEVELOPED BY GREG WEISMAN AND VICTOR COOK, AND AVENGERS: EARTH'S MIGHTIEST HEROES, DEVELOPED BY CIRO NEELI, JOSHUA FINE AND CHRISTOPHER YOST, ARE BOTH COPYRIGHT PROPERTY OF MARVEL COMICS ENTERTAINMENT. THEREFORE, THE PURPOSE OF THIS FAN MADE STORY IS FOR ENTERTAINMENT PURPOSES ONLY AND NO PROFIT IS BEING MADE FROM IT WHATSOEVER. IN OTHER WORDS....PLEASE DON'T SUE._ **

 

**16TH FINALS: SPIDER-MAN VS. WOLVERINE**

The crowd became more and more enthusiastic as they saw the men in white jumpsuits remove the protective plastic tent from the teleportation pads and the newly desensitized Iron Man walked back to his teammates, which let the cheering people in the Garden know that the tournament was set to continue.

Something which also brought a smile to Wolverine's face, for he knew that his match against Spidey was next, and while he did have some respect for the young hero, his constant talking caused him annoyance in the past and any opportunity for him to shut him up was something he would gladly take. And the X-Man lets the Wall Crawler knew this as he walked up to him and forcibly puts his shoulder. "Ohh, you and me are gonna have so much fun!"

Spidey, however, did not share in Wolverine's optimism, as he gave him a somewhat skeptic expression. "Yeah, great, the chance for you to use your claws to turn me into be turned into a spider-cabob, I can't wait."

"Relax, Web-Head, I'll go easy on ya," said the feral X-Man, smirk still present.

Needless to say, this answer didn't entirely convince Spidey. "Define 'easy.'"

"Well, for starters, we ain't allowed to kill each other," Wolverine retorted, then held up both of his fists without his trademark claws. "Which is why I'm gonna be using my mitts instead of my claws, meaning I'll just pound some sense into ya rather than slice your sorry butt to pieces. Happy?"

Sadly, Spidey was anything but, as he looked at Wolverine with more uncertainty. "Oh, yeah," he said sarcastically. "That makes me feel so much better."

Wolverine answered the worried Web-Slinger's words with a scoff. "Pansy."

Ms. Marvel, being just as much of a soldier as Cap, soon stepped in between Spidey and Wolverine to stop their squabbling. "Okay, enough!" she told them both sternly. "Normally, I'd say save it for the match, but bare in mind that which ever one of you loses, you're going to be Osborn's prisoners, at least until we figure out a way to free you. So as far as your match goes, make it look convincing, but try not to kill each other!"

Though Spidey still did not felt uneasy about this plan, he could see that there was no other option and thus gave her a nod. "Got it," said Spidey in an uneasy, but understanding tone.

For Wolverine, he was never too keen on taking orders, be it from Cap from his days in the war, or Cyclops when he's with his fellow X-Men. But nevertheless, he felt there was no use in arguing with the new 'leader apparent' in Ms. Marvel, and thus popped his neck to get warmed up. "Well, come one, Web-Head," said the feral mutant as he soon began popping his knuckles. "It's time to make a man out of ya."

Naturally, Spidey was aggravated by Wolverine's 'tough guy' act, and thus retorted by stepping back, and in a humorous fashion, bowed and pointed his open left palm at the platforms. "Please, after you. After all, it's age before beauty. Or in you're case, really short and hairy."

Wolverine shook his head irritably at Spidey's quip and thus proceeded to walk over to the teleportation pad.

And for a smiling Wasp, seeing the Web-Head's comeback was enough to make her smile as well as walk up and give her a pad on the back. "Good luck, Bug boy."

"Thanks," Spidey replied gently, and as he turned the pads, he let out a long sigh to try and calm his nervousness. "I'm definitely going to need it." With that said, the Wall-Crawler made his way to the pads, hoping that his match against the feral X-Man wouldn't leave him with too many bruises, or in the worst case scenario, slash marks or severed body parts.

This in turned caused the enthusiastic announcer to address the crowd once more. All right folks, let's go ahead and get the sixteenth finals rolling with a match up that is...unique to say the least. Meaning that instead of Avenger vs. Thunderbolt, we have Avenger vs. Avenger! In that we have our Friendly Web-Slinger, Spider-Man, going to to to with the clawed brawler, Wolverine!"

Meanwhile, in their corner, the Thunderbolts look at this development in a mixture of disgust and intrigue. The first to speak up on this development was Atlas, who looked at both Spidey and Wolverine with a smug but interested expression. "So, who do you guys think is going to win this one? The Bug or the Mutie?"

Swordsman did not seemed to be so optimistic his size changing comrade, and answered him as he finished sharpening his sword with a rock after his match against the Black Panther. "Who freaking cares?" he told Atlas, then placed his sword back in his sheath. "All I know is that those two are both fighting each other, and their on the same team, meaning whoever loses, it'll be one less Avenger to worry about."

As for the Patriot, he looked on at the proceedings with the same calm and strong demeanor. "True indeed, Swordsman," he said to his teammate while still looking at both Spidey and Wolverine, but soon narrowed his eyes as he thought this. _"But I feel it would benefit our team of BOTH of these men lost the match. With Wolverine getting himself disqualified by chopping the bug to pieces!"_ One Wolverine stepped on to the pad, the Patriot crossed his arms, and secretly slid his right hand underneath his left elbow and pointed his right index finger at the X-Man's back. As he did this, a small compartment opened up at the Patriot's fingertip and shot out a small, almost bug-like object, too small for anyone in the crowd to see. It wasn't long before the object latched itself on to the back of Wolverine's neck, which made the Patriot smile behind his face plate. _"Which will happen once I give the mutant a little encouragement."_

For Wolverine, this felt like a small itch, and thus treated as such by scratching it. Unfortunately though, he missed the small bug-like object that was now lodged on to the back of his neck. Though he felt that it itched more, Wolverine decided to ignore it for now and concentrated on winning his match against Spidey. Moments later, both members of the Avengers vanished out of sight and are transported to their unknown destination to begin their fight.

It wasn't long before Wolverine and Spidey finally arrived at their fight zone, which was that of a specially made wooden bridge connecting two mountaintops high above the Athabasca River in Alberta, Canada. Wolverine himself recognized this land, and took a moment to smell the fresh air. "Home sweet home."

"You're Canadian?" Spidey asked in shock. "I thought you were supposed to be nice?"

This remark caused Wolverine to let out an annoyed scoff. "Never take stereotypes too seriously, kid," said the gruff X-Man, who then pounded his right fist into his open left palm. "Especially when it comes to fightin' somebody like me."

"Oh, I'm enlightened," Spidey replied sarcastically, as well as immediately regretting his last statement.

Meanwhile, back in Nick Fury's safe house, the former S.H.I.E.L.D. director himself, as well as the rest of his colleagues have gone back to watching the tournament on the big computer screen, and have just seen Spidey and Wolverine arrive in Canada. Something in which Nick raised an eyebrow to. "Well, looks like Logan and the Web-Head are about to get started with their match."

Beast saw the match as well as he took one test tube containing the anti-serum out of the centrifuge and sigh as he held it into the barrel of a hand-held injector so he can administer it to Cap, still lying unconscious on a gurney. "Yes, well, here's hoping that Logan will not hurt the boy...too badly."

Gwen, while still looking behind the curtain, also watched the match but now more worried for Peter's well-being than ever once she deduced that he was Spider-Man all this time. _"Peter..."_

Meanwhile, back in Alberta, the Ref Bot had already floated in between Spidey and Wolverine as they walked towards the center of the bridge to face each other. "Now then," said the announcer once his face appeared on the screen. "I'm sure that you gentlemen are familiar with the rules," Moments later, the announcer commanded the Ref Bot to turn to Wolverine, with a worried expression on his face. "Especially when it comes to your claws?"

The feral X-Man rolled his eyes in annoyance upon that question. "Like I told the Web-Head, bub, you ain't gotta worry about my claws poppin' out."

Though Spidey did trust in Wolverine not using his claws during the match, he still felt uneasy. _"Yeah, that still leaves me with having to avoid him pounding me into a paste. Still, that's better than getting sliced into ribbons, and at this point, I'll take what good luck I can get."_

Finally convinced that Wolverine was going to 'play it safe', the announcer commanded the Ref Bot to float up into the air so it can give both the combatants room to have their match. "Well then, let's not waste any time! Gentlemen...BEGIN!"

In the states, the Iron Patriot, just like the rest of his team and everyone else in the Garden, saw the match beginning via the large screen, and thus now was as good as time as any to secretly press a button on his right gauntlet.

Back in Alberta, a smirking Wolverine popped his knuckles and puts up his dukes as he looks at Spidey, who by this time was now in a readied, defensive stance. "All right, Web-Head, let's see how you..." Suddenly, Wolverine felt sheer pain in his head, almost like molten lava was being poured into his skull. It was so immense, that it caused the usually tough mutant to drop to his knee and scream in agony as he grabbed his head.

Needless to both surprised and worried Spidey, causing the young Web-Head to run over and approach his opponent in concern. "Wolverine, what's wrong?"

Despite the pain, Wolverine heard Spidey's voice and thus looked up to address him. But strangely, instead of seeing the Web-Head, he saw the image of his long hated enemy, Victor Creed, or as he knew him...Sabretooth! Something in which mad the X-Man grown angrily, just like his animal namesake. Moments later, he popped out the claws in his right hand and threw an upward claw slash, with the intent of driving the top of his claws underneath the unsuspecting Spidey's jaw and up into his brain.

Luckily for Spidey though, his spider-sense kicked in just in time, causing him to jump backward to avoid the slash. However, even though he avoided the now rabid Wolverine's claws from piercing the bottom of his jaw, he still felt pain in his chest, and as he stopped to look down, he saw three slash marks on his shirt, as well as three bleeding flesh wounds underneath. "YEOW!" Spidey yelled painfully, then looked straight ahead at Wolverine, who was now kneeling and ready to strike like that of a mad dog. "Wolvie, what's your deal?! What happened to the 'no claw'-?!"

Suddenly, Wolverine answered this question by popping out the claws in his left hand, and stands up in a intimidating, aggressive stance, his animalistic growling getting louder and louder by the second.

Something in which left the worried Spidey no choice but to get back in his defensive posture. _"Right...out the window,"_ he thought, then came to this theory as he watched the clawed X-Man foaming from the mouth. _"Don't know what, but something is making Wolvie do this! No doubt Osborn's handy work! Need to figure out what it is and free Wolvie from it!"_ Moments later, he spotted Wolverine propelled himself forward like a torpedo, all while sticking both hands forward and attempting to drive his claws into Spidey's mid-section, forcing the Wall-Crawler to jump up a flip over the X-Man. As he landed on his feet, Spidey spun around and saw that Wolverine had controlled his fall by rolling forward on the ground, then popping back up and spinning around, ready to attack again. _"And do it fast!"_

Back in the Nick Fury's safehouse, everyone saw Wolverine's savage attack and left them stunned. Especially that of Beast, whose eyes were now wide open with shock and fright upon seeing his friend and fellow X-Man act more violently than usual, and just at the moment when he was about to administer the anti-serum to Cap. "Logan, what on Earth...?!"

Another person horrified by what just occurred was that of Gwen, who frantically ran out of through the curtain and towards the screen. "PETER!" she screamed in panic, only to stop right next to Sarah, who was shocked on Gwen's new found knowledge of the Web-Head's identity.

But not as much as Nick, who looked at the now mortified Gwen with slight astonishment. _"She knows who Parker is?!"_ he thought to himself as he watched Sarah try to provide Gwen with some comfort, only to shake his head to regain focus at the task at hand and briefly turned to Beast. "Dr. McCoy! You have a patient to tend to over there!"

"Y-Yes! Yes, of course!" Beast replied upon snapping back to reality, then administered the antidote into Cap's system by injecting it into his neck.

As for Nick, he went back to watching the match, not looking the least bit happy was to what was transpiring. _"I don't know what the hell's going on,"_ he thought. _"But when it comes to Logan, Parker, I hope for your sake that're just as capable of handling yourself as Rogers and Stark say you are!"_

Back in Alberta, Spidey is putting his speed and agility to good use as he dodged every mad claw slash that the crazed Wolverine threw at him. Finally, as Wolverine went for a right claw slash for Spidey's head, the Wall-Crawler ducked underneath it and passed right underneath the feral mutant's right side, running a couple of feet away from him before turning to face him.

Wolverine himself spun around to face Spidey, but before he could charge towards him, the Ref Bot soon floated in front of him to stop his charge and assert his authority. "Now hold on, Wolverine!" said the announcer, sounding nervous, while being in the states. "Excusing the fact that you're not honoring your promise no to use your claws, you are dangerously close to being disqualified! So, I'm going to have to ask you to..."

Irritated by the announcer's voice, Wolverine pulled his left hand back so he can ram his claws into the Ref Bot's screen. However, once he looked to see fear in the announcer's face, as well as fear in the rest of the people in attendance, all which began to spring memories of his sketchy but violent past. Mainly from people that he grew to care about, from Silver Fox, Mariko, and others, people who told him that he was not an animal, but a man. As such, these members were more than enough to spur the X-Man's will power, and thus allowed him to retract his claws back into his hands and grab his head in pain.

As for the announcer, he was confused by this, but believing that some order had been restored, he mentally commanded the Ref Bot to float back up into the sky.

This allowed Spidey to finally approached Wolverine, but still in a more defensive manner, ready to move if he made another attempt at his life. "I knew it," said Spidey to the ailing X-Man. "Something's making you do this isn't there? Making you act crazy!"

Wolverine heard Spidey's concerned voice, but as he answered, he still struggled to keep focus and prevent himself from attacking him. "Yeah, but I...can't..."

"Yes, you can!" replied the Web-Head, sounding both stern and encouraging, even when he had to revisit a their rather unpleasant meeting during the incident involving Kang which first formed the 'New Avengers'. "If you can take out a pack of dinosaurs from the past, I know you can fight off was trying to take you over!"

"Get...away from me, Web-Head...NOW!" Wolverine warned, until finally, his will power gave out, and as he looked back up at Spidey, he once again only saw the image of Sabretooth, filling him into a rage once more. As such, he popped his claws out, then propelled himself forward, all the whiling spinning around in a drill-like motion and hold his right hand out, attempting to drive the tip of his claws into Spidey's abdomen.

Fortunately, it was an attack that Spidey saw coming and thus jumped and flipped over the X-Man before he could drill through his mid-section. After landing on his feet, Spidey knew that he had to restrain Wolverine somehow, and as he spun around, he waited for Wolverine to flip forward and land on his feet, then pointed his right hand and shot a web-line, hoping to web-up his upper body.

However, Wolverine could hear the 'twipping' sound that came from Spidey shooting his webbing, all in which made the feral X-Man look over his shoulder to see the web-line coming his way, which according to him, looked like Sabretooth using a whip. As such, the Clawed Canadian spun around and held his right claws in front of his body to block to block the web-line and stop it from reaching his chest. Moments later, he retracted the claws in his left hand, all so he can use it to grab hold of the line and thus use both arms to yank his end of the web-line back, and in the process, pull Spidey towards him.

As a surprised Spidey flew into the air while heading towards Wolverine, he saw his crazed opponent thrust his right claws forward with the intent of plunging them into the Web-Slinger's masked face. And so, once he got close enough, Spidey used his right land to throw a crescent kick, successfully kicking Wolverine's clawed right hand outward, then threw a left legged round kick, nailing the X-Man in the face and causing him to reel back slightly. Once flipping backward and landing safely on a grounded position, Spidey could feel immense pain in his left foot, like he had just kicked a lamp post made out of titanium, something that usually occurred to those who punched or kicked the mutant as they didn't know that his skull, much like the rest of his skeleton, was laced with Adamantium. _"Okay, ow!"_ thought Spidey as he briefly shook his foot. _"I knew that Wolvie was hard headed, but man!"_

While Spidey was trying his best to shake off the pain of his last attack, Wolverine shook off the effects from the Web-Head's kick and once again charged towards him.

Fortunately though, Spidey is just fast to recover as he looked up and saw Wolverine running towards him and driving his right claws downward, thus forcing to act by using his right hand to grab the mutant's wrist and stop the attack. As he stood up, Spidey felt his spider-sense tingle once again, causing him to look through the corner of his left eye and see Wolverine using the claws in his left hand and attempt to take the Web-Slinger's head off, thus forcing the masked young man to use his other hand to catch the Clawed Canadian's left wrist, saving himself from getting his head cut off from his shoulders. "Wolverine, listen!" Spidey told the X-Man as they were in a stalemate. "Whatever's controlling you, you have to fight it! You much stronger than...!"

Suddenly, the crazed Wolverine cuts Spidey's speech off by leaning his head back and delivering a massive head-butt to the Web-Slinger's forehead. So hard in fact that it caused Spidey to let go of the feral mutant's wrists and stagger backward aimlessly until he fell backwards on his posterior. Afterwards, Wolverine jumped up in the air, then pulled his right hand back threw his claws downward, attempting to ram them into the top of the dazed Wall-Crawler's skull.

Despite the now throbbing pain, and feeling what could be blood pouring from out of his forehead beneath his mask, Spidey is once again alerted by his spider-sense, which incidentally, only made his headache worse. Nevertheless, he is prompted to roll forward and successfully dodge Wolverine's incoming claw attack, causing the feral mutant to plunge his claws into the bridge itself, with impact so strong, it caused small wooden pieces to fall off. Even with his headache still present, Spidey managed to will himself back up to his feet, and now knew that Wolverine was beyond the point of reasoning with. _"Sorry Wolvie,"_ thought the somewhat saddened Spidey. _"If I knew how to stop what's making you do this, I would. But it looks like, I'm just going to have to take you down!"_ With that said, Spidey took his right hand and shot webbing over his left knuckles to create make-shift boxing tape. After using his left hand to web up his right knuckles, the Web-Head ran towards Wolverine as he struggled to pull his claws out of the bridge.

However, the current incapacitated Wolverine saw Spidey coming his way through the corner of his eye, and utilizing his super-strength, he pulled his right claws out of the wood and threw a right rising upper cut, intending to stab the Wall-Crawler's gut.

Luckily, Spidey noticed this and thus stopped and leaned back just in time to barely avoid the slash, but as he popped back up, he saw that Wolverine was going for a left claw slash, and after holding up left hand to catch the X-Man's wrist, Spidey responded by throw a webbing enhanced right hook to the jaw, which stunned the feral mutant, but didn't get him off of his feet. _"Go to sleep, go to sleep,"_ thought the desperate Web-Head as he released the dazed Wolverine's wrist so he can throw a left hook to the face, followed by a right upper cut, which to his disappointment, only made the clawed mutant stagger backward, not knock him down. _"PLEASE, go to sleep!"_

Though reeling at first, Wolverine recovered fast enough to see Spidey going for another left hook, thus forcing him to use his left arm to block the blow, and threw a straight jab in order to ram his claws into the Web-Head's masked face.

Spidey anticipated this though, and luckily, he not only ducked underneath the slash, but also passed underneath Wolverine's right side and ended up behind him. As the Wall-Crawler spun around, he saw that Wolverine, now even more livid, go for a left backhand slash. Acting fast, Spidey held up his left arm, which made contact with Wolverine's forearm, stopping the slash. Then responded by throwing a quick right punch into Wolverine's underarm, causing him to wince in pain and bend down slightly. This proved to be the opening Spidey needed, and thus pulled his right fist back and delivered a hard right cross to Wolverine's temple, which was strong enough to bring the X-Man down on his knees.

Even while knocked loopy, this attack only angered Wolverine further, and thus while still in a kneeling position, he turned and spun around like a top and held his claws outward, intending to slice Spidey's legs off right from underneath him.

Thankfully for Spidey, this action alerted his spider-sense, and thus jumped up and back flipped just in time to avoid having his legs chopped off. As he landed on his feet, Spidey kept his eyes on Wolverine, still throbbing at the mouth as he stood up. _"Okay, tactic of knocking out a now more homicidal Wolverine is apparently ineffective,"_ he thought as he got back in a defensive stance, then sets his sights on Wolverine's belt buckle . _"Only way to stop this now is to hit that belt buckle, all the while trying not to get turned into sushi."_

Meanwhile, back in the Garden, the crowd watched the match with a mixture of of excitement and fear. While the rest of the Avengers stood and watched in horror at what Wolverine's vicious attack on Spidey, the Thunderbolts looked pleasantly surprised at what was transpiring. Most notably, the Iron Patriot, who watched the match with a an evil smile behind his faceplate, taking pleasure in seeing Spidey in peril for how he foiled his plans on becoming the Big Man of New York as the Green Goblin.

Back in Alberta, Spidey is still fighting for his life as he dodged one claw slash after the next. Finally, after ducking a left claw slash, Spidey responded by throwing a right uppercut into the X-Man's jaw while jumping up, causing both him and the feral mutant to end up in the air. The airborne Web-Head later capitalized by using his left fist to throw a hard downward hook, nailing Wolverine in the face and sending him down to the bridge so hard, it caused more wooden pieces to fall off.

While down, Wolverine shook his head and looked up to see Spidey coming down and about to stomp both of his feet into his belt buckle, thus forcing the X-Man to save himself by rolling backward, and making Spidey stomp the bridge instead.

However, as Wolverine rolled back on to his feet and Spidey stood ready to attack again, he soon found out that his rough landing on the bridge made a creepy, screeching sound. One in which caused the now scared and wide-eyed Web-Head's spider-sense to tingle, thus confirming what he feared was happening to the platform he and Wolverine were fighting on. "Oh no...!"

Finally, after taking so much abuse from both Spidey and Wolverine jumping and slamming on to it, the wooden bridge finally gives out with both of its sides breaking off from the cliffs they were attached to, thus causing the bridge itself to fall to the raging waters below. Fortunately for both Spidey and Wolverine though, they managed to stay on the falling broken bridge in their own ways, with Wolverine driving his claws into the wood and with Spidey using his hands and feet to cling and stick to the surface. It wasn't long before the broken bridge hit the water, and was now turned into a make-shift raft that was being whisked away by its rushing currents.

Both Spidey and Wolverine stood up and took a moment to find their balance on the raft, which proved to be a difficult challenge. However, it's Wolverine who is the first to recompose himself, then rushed forward and thrust the claws in his right hand forward, attempting to stab Spidey's chest.

Seeing this, Spidey quickly jumped and flipped over Wolverine, narrowly dodging his stab attempt. While he was in mid-air, however, Spidey knew that in order for his strategy to destroy Wolverine's belt buckle to work, he would need both of his feet. As such, the Web-Head shot webbing on both of his feet, and by the time he landed and balanced on the raft, he now was wearing 'web-shoes'.

As for Wolverine, he stopped himself before reached the edge of the raft, barely saving himself from falling into the water. As he spun around, he saw that Spidey is now facing him in a defensive position, and thus charged towards him once more and threw a left handed claw slash.

Fortunately for Spidey though, he ducked sideways to the right side to avoid the claw slash, and once he saw Wolverine throwing a right handed hammer blow, the Wall-Crawler held up his left arm to block the attack, then responded by throwing a quick right hook into the mutant's right side, stunning him. Afterwards, the Web-Head threw a right legged front kick, aiming for Wolverine's belt buckle with hopes of ending the match.

However, the feral X-Man instinctively threw his right arm downward and manage to block the kick and push Spidey's foot outward, then threw his left hand in a jab fashion so he can use his claws to stab his large, white eye lenses.

Naturally alarmed by this, Spidey ducked to save his face from the claws, and as he popped back up, he threw and landed a left jab to Woverine's face, followed by a right cross, which knocked him loopy and creating the opening he needed to throw a right legged side kick, with the Clawed Canadian's belt buckle his target.

Unfortunately for the Wall-Crawler, Wolverine recovered and stopped the attack by using not his claws, but his bare hands, stop the kick by catching Spidey's ankle. With a firm grip, Wolverine used his great strength to spin the Web-Head around and threw him high into the air and intending to throw him into the water.

In an act of pure desperation, the airborne Spidey pointed both of his hands at the raft, shot two web-lines and once hit and stuck to the wooden surface, he zipped back towards Wolverine, all the while pulling curling his legs back and going for a mule kick to the feral X-Man's chest in an attempt to pin him down.

Wolverine spotted this attack coming and dashed over to the left side, causing Spidey to miss his target and narrowly avoided going over the raft by putting his fingers on the wood and sticking to it just in the nick of time and ending up in a crouching position.

After saving himself, Spidey looked to the left and saw Wolverine jumping towards him like a missile and pointed his claws straight forward. And thus acting by pure instinct, Spidey leaned back in order to allow Wolverine to pass over him and just barely avoid getting impaled by his claws. In the process, he placed both of his hands on the raft, all the while curling his legs into his chest, and as he pushed upward, he kicked both of his feet straight up and succeeded in kicking and destroying Wolverine's belt buckle. Afterwards, the Web-Head used both of his legs to throw Wolverine off of the raft, allowing the yellow energy to consume and freeze him solid as he landed on the edge of a nearby water bank. As for Spidey himself, he ended up back into a crouching position, and later took a moment to look around and spotted the frozen Wolverine on the water bank and lets out a loud sigh of relief. "Finally!" he said to himself, glad that at least the danger of Wolverine slashing him to bits was over. However, his fear returned when he felt his spider-sense tingling once again, forcing him to turn and see that the raft was now approaching a water fall. "Oh, of course!" Act fast, Spidey pointed his right hand out towards a nearby tree on the edge of the river, shot a web-line, which mad a direct hit on the tree's trunk and zipped off of the raft as it finally went over the waterfall and broke apart once it hit the sharp edged rocks at the bottom.

Spidey managed to stick to the tree by using his finger tips to touch the wood, and after saving himself, the Ref Bot floated down towards him so the viewers around the world could see him and allow the announcer to say this. "Here is your winner...Spider-Man!"

Spidey didn't hear the cheers from the Avengers, nor the boos from the Thunderbolts fans coming from the Ref Bot's screen, for he was too preoccupied at looking over and watching the still frozen form of Wolverine just a few feet away from him. _"I really am sorry about this, Wolverine,"_ he thought. _"I, as well as Mr. Stark and the others, will figure out a way to free you...and I can hear either a well deserved 'Thanks' or 'sorry for nearly killing you.'"_ Afterwards, he turns his attention back to the Ref Bot's screen, and upon spotting the Patriot, angrily narrowed his eyes at him. _"Okay Gobby, if you want to play hardball...I'm game!"_

**WINNER: SPIDER-MAN**


	2. Chapter 2

**RECOVERY**

The exhausted, sore and bleeding Spidey is finally transported back to Madison Square Garden, with the crowd greeting him with a mixture of cheers and boos. "The loving public," muttered the Web-Head as he was still holding his chest, then stepped off of the platform and walked over to his fellow Avengers.

The pain-ridden Web-Head is approached by a worried, human sized Wasp. "My god," she said out of concern after seeing the claw marks on his chest. "Spidey, are you okay?"

"I'm fine," Spidey replied, trying to sound nonchalant, but was not doing a good job selling it by wincing in pain. "Trust me, this is just a scratch. I've been through a lot worse."

Suddenly, two men in short sleeved, white scrubs with the S.H.I.E.L.D. symbol on their shoulders, as well as wearing rubber gloves, come rushing on to the stage and straight towards Spidey. "S.H.I.E.L.D. Medics," said one of them in an emotionless, almost robotic tone, no doubt one of the many agents that were 'influenced' by the nanite composed Carrion virus. The other medic then leaned n closer to Spidey and inspected the still bleeding claw marks on his chest. "I'm afraid this needs to treated immediately."

Spidey stepped back defensively, knowing that just by the way the medic was taking, he was under Patriot's thrall and was clearly not there to help him.

Moments later, however, Iron Man soon stepped in and placed his hand on Spidey's shoulder to get his attention. "It's okay, Spider-Man," he told the Web-Head. "You definitely look like you could use some patching up. Go with them."

At first, Spidey couldn't believe what he just heard. He knew that Iron Man was well aware of the mind controlled agents, and just seeing these two agents in particular were behaving was proof enough. But at the same time, the Wall-Crawler knew that Iron Man as been able to secretly outsmart the cheating Patriot throughout this whole tournament, and the fact that he helped him save Gwen was a great example. All in which made him place some trust in the Shell-Head in going with the medics. "Uh...yeah, sure," said Spidey, still feeling somewhat uneasy, but nevertheless walked with the two medics off of the stage and behind the curtain.

This in turn caused the worried Wasp and Ms. Marvel to walk over and confront Iron Man, with Wasp looking the most annoyed by the Shell-Head casual behavior. "Okay, I knew that you didn't just hand Spider-Man over to those two!"

Ms. Marvel is the next to step up, looking just as concerned as her size altering best friend. "And given the fact that those two sounded and acted like robots, I think it's safe to say that their part of Osborn's mind-controlled posse!"

Iron Man, keeping his calm and confident demeanor, answered his two female teammates with his hands raised somewhat defensively, "I know, I know," he told them, then secretly pulled a small circular disc that was used to save Gwen from out of his left gauntlet. "Which is why I got a plan to send the kid to get the real help that he needs. But Jan, we're going to need your help again to pull it off."

Wasp, now understanding Iron Man's true motive, felt relief but gave him a skeptic raised eyebrow. "Of course, you do."

As Iron Man explained his plan to Wasp and Ms. Marvel, the Living Weapon of K'un Lun, and Hero for Hire, Iron Fist, looked up at the brackets to see that his match is next, then looked at the Thunderbolts corner to see his upcoming opponent, Surge, staring right at him with his eyes sparking with electricity and looking like he wanted to fry him right then and there. "Such a troubled soul," said Fist, actually feeling pity for the super charged Thunderbolt.

Luke, on the other hand, stood next to Fist while looking at Surge with a stone face, as if to show him that he was not intimidated. "Yeah, well, for the sake of us saving Scott and getting paid, that 'troubled soul' needs help by having some sense pounded into him." said the Power Man, then turned to look at his fellow Hero for Hire. "And you're the one that needs to give it to him, Fist."

Fist responded to his partner's remark by nodding in acknowledgement. Normally, he would disagree with his cynical nature, but in this case, he feared that he did have a point.

Meanwhile, just behind the stage, the two S.H.I.E.L.D. Medics were leading Spidey to a door marked 'Emergency Medical Staff.' Little did Spidey, or anyone else know, that behind the door was not a room filled with medical supplies, but instead was that of a hair with restraints and a huge container which had the liquid composed of millions of nanites that composed the Carrion Virus. The large container was also equipped with a large wire connected to a gun-like designed injector ready to administer the nanties into their intended host, Spidey himself, on orders by the Iron Patriot himself, being 'impressed' by his performance and could see having him be a part of S.H.I.E.L.D. would be an asset.

But just before they reached the door, the medics suddenly stiffened up and fell face first on to the floor unconscious.

This, needless to say, surprised the Wall Crawler as he looked down at the fallen medics, then looked at the door. "Okay, I've now gone from worried to officially freaked out."

Moments later, the cause of the medics passing out soon revealed itself to be that of the Wasp, who had shrunk to microscopic size and just like with Victoria Hand, used her sting blasts to strike the medics pressure points in their necks. She then grew to human size in front of the stunned Wall-Crawler. "Hey Web-Head," she told him with an optimistic smile, then held the small circular device in her hand and showed it to him. "What do you say we get you to some REAL help?"

Spidey, with a returning smile behind his mask, could only give the spunky Wasp this reply. "Nothing would make me happier."

With that said, the Wasp pressed the button on the disc and both she and the pain-ridden Spidey shrunk down and are transported into the disc, which then flew into the ventilation shaft, then out of a the building, heading towards Nick Fury's safe house.

Back on the platform, the announcer kept the show going, despite still being shaken from the events of the last match. "All right folks, let's keep the action rolling!" he said on his microphone. "Let's see if our next match-up just as electrifying as the last one. For up next, we have the Avengers' martial arts master, Iron Fist, going up against the Thunderbolts' shocking member, Surge!"

After hearing his name called, Fist looked at Luke one last time and the the two Heroes for Hire give each other a fist bump, with the K'un Lun warrior knowing that this was Luke's silent way of wishing him the best of luck. Afterwards, Fist proceeded to the teleportation pad to have his match.

Back in the Thunderbolts' corner, Surge is about to head over to the pad himself but is stopped by the Patriot. "Remember, 'Surge'," he said in a demanding tone. "Your opponent this time is NOT a robot! Beat him, not fry him!"

"Whatever," Surge replied somewhat aggravated, then proceeded to the other pad where Fist was standing by waiting.

Once both combatants were on the teleportation pads, they soon vanished out of sight to have their match on an unknown location.

In the Avengers corner, Iron Man looked over to the Wasp hologram his armor, then back over to the direction where he saw Wasp flew off to help Spidey. _"Well, at least one of our wounded guys isn't part of Osborn's 'collection' back in the Helocarrier."_

Meanwhile, back in Nick Fury's safe house, Nick and the rest of his fellow agents all wait for the injured Spidey's arrival. As the waited, Beast was tending to his other patient, the sleeping May Parker, and injected the antidote into her neck just as he did to Cap. And with both ill patients given the medicine they needed, all that was left now was to wait...and hope.

Seconds later, the disc finally flew into the room and soon enough, both Spidey and Wasp jumped out and grew back to human size. It was here that Nick and the others approached Spidey, who at this time was holding his chest. "We got another patient for you, Dr. McCoy!"

Hearing this, Beast gently stepped away from the still sleeping May and turned to the curtain. "I'm on my way," Beast called back, then ran over past the curtains and proceed to make his way towards injured Web-Head.

At first, Spidey was a little shocked to saw Beast heading his way, but not too much. For not only was he aware of him and his fellow X-Men and their exploits, as well as worked with them a few times, he also seen weirder things since the beginning of his career as a superhero.

Finally, Beast made to Spidey and gently approached him. "Let's have a look at those cuts, young friend," he said in a gentle tone, applying his bedside manner.

As such, Spidey felt enough at ease with the furry X-Man that he remove his hands and allowed him to inspect the cuts. As he allowed Beast to look at the wound, he looked forward and saw Gwen walking up to him. "Gw...I-I mean, Ms. Stacy!" he said ecstatically, then tried to calm himself to try and not sound too happy to see her for the sake of trying to convince her that Spider-Man and Peter Parker were not one in the same. "Glad to that you're...okay?" Spidey's pleased reaction soon turned to worry when he noticed Gwen with an annoyed expression.

"Yeah, I'm fine," Gwen told Spidey, irritability still present. "Glad to be here with such caring people. Especially since they're caring for you aunt!"

Even with Beast right in front of him, Spidey almost jumped right out of his boots when heard those words leave Gwen's lips. _"S-She knows?! How could she?!"_ he thought in disbelief, then cleared his throat a little to try and maintain his confident demeanor. "I-I'm sorry, I don't know what you're talking about."

Upon hearing this answer, Gwen's annoyance turned to anger as she crossed her arms and narrowed her brow at him, giving him the infamous 'look'. "Don't you dare patronize me...Peter!"

At that moment, Peter felt his heart sink within his chest and his jaw drop underneath, as Gwen did indeed found out who he was, and worst, angry at him for not telling her. _"Oooh boy...!"_


	3. Chapter 3

**16TH FINALS: IRON FIST VS. SURGE**

Yee Wo Street in Causeway Bay, Hong Kong, this was the place for the first match of the sixteenth finals and a large amount of Asian natives have gathered around a large, almost Lei Tai platform which was building in the center of the street and towered over the spectators, but fortunately, had holoscreens floating and rotating around the base of the platform so they could see the fight. It wasn't long before the two combatants, Iron Fist and Surge, finally arrived on top of the platform, much to the jubilation of the cheering fans below.

For Iron Fist, he would normally feel happy and honored to be in such places as Hong Kong, for ever since he started training in K'un Lun, he developed an appreciation for Asian culture. But sadly, he had no time to appreciate his settings, for he knew he had quite the task in defeating his unhinged opponent, Surge, and remembering what he did to Vision, had quite the challenge of keeping the spectators, including himself, out of the crossfire.

Surge, on teh other hand, just stood there while not taking his eyes off of Fist, waiting eagerly for Ref Bot to hurry up and start the match so he can give the Living Weapon the 'shock of his life.'

Back in the states, things were just as dire back in Nick Fury's safehouse, meaning that after successfully curing both May Parker and Cap from the Morlun virus, Beast now found himself about to treat Spidey, who is now sitting on the side of a hospital bed and with the Wasp standing beside him and Gwen standing by the wall and not far from them, giving Spidey himself an angry scowl. Before examining the Wall-Crawler, Beast noticed a big wet spot on the place of mask which was above the brow. This concerned the furry X-Man greatly, for he wasn't sure if it was sweat or blood. Knowing that he couldn't afford to jump to conclusions regarding Spidey's injuries, Beast tells Spidey this as gently as possible. "Spider-Man, I realize this might sound...uncomfortable for you. But for the sake of me treating you properly, I must ask that you remove your shirt...and mask."

Normally, the Web-Head would be taken aback by such a request in removing his mask, but upon remembering that everyone in the room, with the exception of the sleeping May Parker, now knew who he was, including the fuming Gwen, thus knowing that keeping his identity a secret was meaningless at this point. "Sure thing," he told Beast sadly. "Besides, might as well, anyway." With that said, Spidey placed both of his thumbs underneath the bottom of his mask , then winced as he gently pulled it off of his head, the now bloodied face of Peter.

A shocked Wasp gasped loudly upon seeing Peter's face was now a crimson mask, no doubt from the head-butt he received from Wolverine. "Oh my god...!"

Gwen was even more horrified. True, she was used to see Peter getting roughed up from bully's like Flash Thompson, but seeing him like this made her heartbreak.

The normally reserved and laid back Beast was indeed shaken by this, but only further proved that Wolverine was not himself in his match with Spidey. For while he knew that Wolverine could be rough, he never acted this rough, especially with teenagers. Nevertheless, he reached down and pulled out a white box that was his first-aid kid, placing it next to Peter on the bed. "All right, let's go ahead and take off your shirt too, so I can get to work on those cuts as well as that ghastly wound on your forehead.

Peter answered the furry X-Man with a nod, and thus reach down his waist and slowly took off his shirt, wincing in pain and requiring Wasp's help to remove it.

As first, Gwen stood transfixed as Peter slowly revealed his upper body as he took his shirt, from his abs, his sides, it practically made her heart pound. However, once he got the shirt off and showed his bleeding claw marks, she stood there horrified. While she was still mad at him for how Peter lied to her, as well as everyone who knew him, about being a superhero this whole time, she still hated the sight of Peter with injuries such as this. Feeling like she's stood by long enough, Gwen stepped away from the wall and proceeded to walk over to Beast and offer her assistance.

However, Gwen is soon stopped when Sharon walked in to inform Peter and the others about the incoming match. "Just a heads up, the next match is about to start."

Wasp gave Sharon a nod, knowing that as a participant herself, she had to see the match to see her next potential opponent and how they fight. "I'll be right there," said the founding Avenger, then turned to face Beast, who by now was reached in his pocket and pulled out a pair of large, rubber gloves that he and Forge made together to fit over his massive, clawed hands. "Take good care of the Web-Head, Doc."

"I intend to, Ms. Van Dyne," Beast replied as he put on both gloves, opened up his first-aid kit and pulled out gauze, a roll of metallic string, a bottle of alcohol and small scissors to begin work on Peter's cuts. "Now then, lay on your back, son."

Wasp then turned her attention to the wounded Peter and gave him a small and gentle smile as he, with assistance from Beast, slowly laid down on the bed . "Sit tight, Pete, I'll be back."

"Take you're time," Peter replied, looking up at Wasp, then felt the stinging sensation of Beast using an alcohol soaked gauze to wipe the blood off of Peter forehead and disinfecting the wound, causing the young man to wince for a brief moment. "I'm not going anywhere."

After nodding at the young man, Wasp gave Peter an encouraging wink, then turned around and walked over to the screen to see Iron Fist's match.

As Peter laid there, allowing Beast to treat him, he turned his eyes to the left to see his Aunt May, sleeping and for the most part, appearing to be comfortable and stable. "Aunt May! Is she...?"

"She's fine, son," Beast replied as he pulled away the gauze, and knowing that he had to get started on those claw marks on Peter's chest right away, he soon looked up at Gwen. "But it looks like I might need some help in treating both of you wounds. Maybe on of the agents can..."

It was here that Gwen quickly stepped in to offer her aid, despite her current feelings towards Peter. "Wait, let me help!" she said, getting Beast's attention. After hesitating for a bit, still finding the X-Man's appearance off putting, she quickly regained her composure and gave off a more pleading demeanor. "I took a first-aid class in gym once. Just...please."

Realizing that he had no time to argue, Beast felt he had not choice but to accept Gwen's help, and while still applying pressure on Peter's forehead, he used his other hand to pull out a box of 'regular' rubber gloves and hands it to her. "Put these on."

Not wasting a second, Gwen pulled out to gloves and quickly put them on.

Moments later, Beast pulled out a clean gauze and held it in front of Gwen as she finished putting both gloves on. "Now, take this apply pressure on the wound over Peter's forehead to stop the bleeding."

With those instructions, Gwen took the gauze, then stepped over to Peter and placed the gauze over Peter's head wound, all the while Beast pulled out a rag and soaked it with alcohol so can clean the cuts before stitching them up.

As for Gwen, she looked down at Peter, and once again gave him a very mad look. "Don't assume that these wounds will get out of giving me an explanation, Peter Parker!"

Peter let out a saddened sigh through his nose as he looked up at Gwen to address her. "I don't."

Meanwhile, back in Hong Kong, the Ref Bot was already in between Fist and Surge, with the announcer's face present. "Now gentlemen, I'm hoping that Wolverine's actions earlier told you that we forgot about the rules of safety," he told them somewhat sternly, receiving a nod of acknowledgement from Fist, but an annoyed grunt from Surge, which intimidated the announcer. "Well, all right then, let's not hold up the action any longer." With that said, the announcer commanded to Ref Bot to shoot up into the sky and hover over the two combatants. "BEGIN!"

Upon hearing those words, Fist wasted no time in charging both fists with chi energy and got into a fighting stance, ready for Surge to make the first move and being ready for whatever attack he threw at him.

As for Surge, he soon produced electricity into his hands, then made his move by throwing his hands backward and shot two electric blasts at the platform which was strong enough to propel him into the air. Moments later, he held both of his hands over his head, created a large electric hammer construct and threw it downward, attempting to pound Fist into the platform.

Naturally, Fist saw this and quickly lunged and rolled to the left side, dodging Surge's attack and made him hit the platform with impact similar to that of three lightning bolts and making a huge crack. As he rolled back up to his feet, Fist saw Surge make his hammer construct disappear, then charged his hands with energy, turn to his direct and run towards him. Fist, however, only waiting for the Thunderbolt to get close enough, then once he saw him throw a right hook in such a sloppy form and with no form of discipline whatsoever, the Weapon from K'un Lun easily dodged it by simply leaning back. After avoiding such a poorly executed attack, Fist spotted Surge going for a left cross, and thus held up his fiery left hand to easily block it, then responded by throwing a quick, chi-charged right jab to Surge's face, and whiled he was stunned, through a left front kick into his abdomen to force the Thunderbolt to bend over, then capitalized by throwing a hard right legged round kick into his masked head, sending the Thunderbolt down chest first to the canvas.

Though dazed at first, Surge shook his head and tried to grab Fist's leg with the intent of tripping him. However, thanks to his years of training, Fist easily anticipated this and hopped backward to avoid it.

Meanwhile, back in Nick Fury's safehouse, Wasp and the others watch on with pure astonishment on how quickly Fist took Surge down with little to no effort, but Misty Knight only watched the fight with a proud smirk. _"That's my man!"_

Back in Hong Kong, Fist was still in his fighting stance. _"All right, good news and bad news,"_ he thought as he watched Surge get back up to his feet. _"Good news is that as far as hand to hand combat goes, this Surge has little to no experience."_

Surge growled angrily once he got back up on his feet, the produced more electricity from out of his hands and formed another construct, this time being a large, hissing snake.

A sight to which left Fist a little worried. _"Bad news is that he makes up for it with raw, almost god-like electrical powers. So much for this being a walk in the park,"_ Despite this predicament, First still stood his ground. _"Doesn't mean I won't win though."_

Moments later, Surge took his left hand and pointed his finger at Fist, causing the electric snake to strike at the Hero for Hire.

Fortunately for First, he quickly dashed to the right side and successfully avoided getting hit by the snake construct. Once he stopped himself, Fist saw looked through the corner of his left eye to see that the snake had circled back around and tried to strike him down again. Instead of running, however, Fist decided charge his right hand with chi, hold it over his head with his hand in a knife edge fashion, and once the snake was close, delivered a massive chop to it's head, causing it to split in half and dissipate. After dealing with the construct, Fist turned his eyes to the right to see that Surge was running towards him holding an electric sword construct over his head, intending to cut Fist completely in half. Once he saw that he was in danger, Fist charged both hands then clapped them above his head to catch the electricity based blade before it could even touch his head. From here, the Living Weapon delivered a stiff right legged side kick into Surge's chest, sending the Thunderbolt stumbling backward and falling on his backside. As the construct dissipated in his fiery hands, Fist shook his head at Surge in both disappointment and pity. "Such a shame that you did not receiving the proper training and guidance," he told the Thunderbolt as he walked towards him. "I would've loved to have fought you at your maximum potential."

Suddenly, hearing the word 'maximum' caused Surge's eyes to literally spark with rage...

_**...for it made him think back to when he was Electro, and was fighting Spidey in Doctor Octopus' underwater lair. At that time, he was firing electric blasts at the Web-Head, who easily dodged every one, all the while make his infamous 'Max jokes.'** _

_**"Max, Maxie," quipped Spidey as he swung to and perched on top of a large tank. "Maximillian, Maximum."** _

_**"Shut up! Shut up! SHUT UP!" yelled the enraged Electro as he shot an electric bolt from out of his mouth.** _

**_Spidey then jumped off the top of the tank to avoid the bolt, then swung over to the ceiling and made Electro shot another electric blast upward, which Web-Slinger also avoided by jump down from the ceiling and allow the blast to hit the ceiling and caused a bolder to fall right on top of the bolt shooting villain, resulting in yet another humiliating defeat for him..._ **

...a defeat in which consumed Surge with uncontrollable rage, so much so that he screamed loudly and created a wave that shot out and hit Iron Fist, sending the Hero for Hire flying backward and landing hard on the edge of the platform. While the electric attack did not hurt Fist too badly, it did leave him dazed and confused as he barely managed to stand up on his feet, and showed that his belt buckle was not destroyed, but was severely cracked.

This did not stop the seething Surge, however, as he recovered by shooting two electric blast into the platform surface and pull himself back up. "I'm...not...MAX!" he roared with fury, then fired another electric blast from out of his right hand and hits Fist's belt buckle, destroying it as it also sent him flying off the platform and into the crowd.

While in mid-air, yellow energy engulfed Fist's entire body, freezing him in blast as the surprised and scared crowd moved out of the way and quickly backed away and allow the frozen Fist to land on the ground.

Meanwhile, back in the states, the people in the Garden is filled with cheers from the Thunderbolt fans, upon seeing Surge's victory, but the Avengers were all in complete disbelief. But it is Luke Cage, Fist's partner, who is the most shocked and distraught at what just happened. "FIST!"

Also shocked at seeing what just happened in Hong Kong were the people in Nick Fury's safe house, with Misty looking both worried and horrified. "DANNY!"

Back in Hong Kong, the surrounding spectators all stood in awe, until the Ref Bot floated down and hovered right next to the victorious Surge. "Ladies and gentlemen," he cried out, getting the spectators' attention. "Here is you winner...Surge!"

This news caused much cheering from the Thunderbolt fans in the crowd, but Surge did not listen to them. All he did was cross his arms and pop his neck. _"So much for the 'kung-fu master,"_ he thought. _"But I'm really hoping that you don't get eliminated just yet, Web-Head, because I plan on giving you the shock of your life!"_

**WINNER: SURGE**


	4. Chapter 4

**HEART TO HEART**

The feeling around Nick Fury's safehouse was utter shock. For Nick and the others did not only just see the defeat of Iron Fist, one of the most incredible martial artists on the planet, but they also bared witnessed to the raw power of Surge, power that could very well rival that of Thor, and it was a wide eyed Sharon who was the first to speak up. "Well, nothing like seeing another one of our guys go down to boost confidence."

Nick soon interjected. "Don't lose hope yet, Carter," said the S.H.I.E.L.D. veteran. "Remember, we still got more Avengers in this tournament, meaning Osborn hasn't won this yet." As he continued, he noticed Misty still visibly shaken after seeing Fist lose, and thus walked up to her and gently placed his hand on her shoulder to get her attention. "And Misty, Vision told us that all of the Avengers that lost are being held prisoner, not dead! We can still save them, including Fist!"

Misty gave Nick a sad nod in response, then gently backed way from him to be by herself.

As for the Wasp, she did agree with Nick on that there we're still Avengers, including herself, that were still in this fight, and was reminded of one other teammate that was hurt thanks to one of the Iron Patriot's trickery, and thus walked away to check on Peter. Once she made her way and moved the curtain, she saw that Peter, still shirtless and wearing his web shooters, but now having a bandage over his brow and raising his arms to allow Beast to wrap an ace bandage around his entire upper body to help supper the patch that was over his now stitched up claw marks.

Finally, Beast came to a stopping point underneath Peter's right armpit and thus placed a metal clip to keep the bandage in place. "There you are, all done." said the furry X-Man in a gentle tone, allowing Peter himself to drop his arms and reach for his shirt. It was here that Beast's expression turned into a more serious one. "Normally, I would advice that you sit this one out," he told Peter, causing the young man to look up at him and he could see the determination in his eyes. "But even though that hologram of you that Iron Man is projecting can only fool people for so long, I can tell that you're not going to listen to me...much to my dismay. So, I suppose all I can say is be very careful with those stitches. The wire I used to close the wounds is 'nearly' indestructible, not completely."

"Well, given that I'm in a fighting tournament, I only promise to try," Peter replied truthfully, knowing that whenever he's fighting someone like Norman Osborn, staying safe would be difficult if not impossible.

Beast expected this response and thus let out a disappointed sigh. "Of course, you will," said the X-Man, who despite anticipating that answer was still not too keen on sending Peter back into the tournament and thus further injuring himself. "Well, let's go ahead and get you dressed up." Moments later, Beast turned his attention to Gwen, still worried about Peter's welfare and was just as uneasy about sending him back out to fight than he was. "My dear, would you kindly assist me in helping Mr. Parker here get dressed?"

Gwen was naturally surprised when Beast asked her this, but nevertheless, grateful for the chance to help the wounded Peter. "Oh, yes! Absolutely!" she replied, trying to sound serious but still blushing heavily. Nevertheless, she stepped in grabbed hold of Peter's shirt, holding on to the right sleeve as she gave best the left. Once Peter gently raised his arms and placed them throw the sleeves, both Gwen and Beast slowly pulled it down until Peter's head popped out of the collar and the shirt itself was now covering his bandaged upper body.

Wasp continued to watch from the curtain, and at the same time, noticed that Gwen was a great deal more concerned for Peter's well-being. Or at least, more concerned than a girl who viewed Peter as just a 'friend.' Despite this theory, Wasp was just about to walk in and see if she can offer in helping Peter get dressed.

However, with his shirt back on, Peter looked through the corner of his eye to see the still worried Gwen, and knew that it was time for him to giver her an explanation as to how he came to be a web-swing superhero. As such, he turned his attention to Beast. "Um, Dr. McCoy, could you give Gwen and I a couple of minutes?"

At first, Beast seemed to be taken aback from this, but upon seeing Gwen and remembering on how she was not the least bit happy on finding out Peter was Spider-Man, he figured that the young man was going to explain himself to her, and thus gave him a nod. "Of course."

Wasp saw Beast sit up and walk away from the two teens, and thus decided to shrink down to microscopic size and briefly flew to the side to allow the furry X-Man to pass through the curtain. Afterwards, she passed through the opening of the curtain and flew behind Beast's bag to watch Peter and Gwen's conversation. Though Wasp knew that doing this was childish, she couldn't resist watch a live action romance and thus decided to watch this one play out.

As Peter stood up, he faced Gwen and appeared to be very sheepish. While he knew in the back of his mind that this moment coming, he leaving him at a loss for words. "Well, Gwen, I guess..."

Suddenly, before Peter could get a single word in, Gwen spontaneously rushed in and hugged him hard and close, hating to see him hurt but glad that he was okay. This was still painful to Peter though, as it caused him to let out a yell as he felt Gwen squeezed him hard. Upon hearing Peter scream of agony, Gwen quickly released him and backed away. "Sorry," she said worried, but upon looking at the spider symbol his shirt, she is soon reminded that Peter had been lying to her and everyone else, and thus her worry turned to fury. "Wait, no! No, I'm not sorry!" she said with anger building in her voice. "You've been Spider-Man this whole time and you never even told me?!"

"I know, Gwen, and I'm sorry. Really, I am!" Peter replied, holding up his hands. "Believe me, I wanted to tell you. It's just...well..." Peter couldn't find the worlds that would help him break this news gently and thus sighed in utter sadness as he can only give this true but weak answer. "...It's complicated." While hanging his head in shame, Peter briefly looked away, and on the right, he saw the still slumbering Aunt May and walked over to her. After gently moving one of her bangs away from her eyes, Peter once again cursed himself on he let his life as Spider-Man put her in danger.

Gwen followed Peter to May's bed and watched him worry over his still sleeping aunt. While she did share in his concern for the woman who raised him, as well as sympathized with the pain and sadness he must be going through, she still sternly asked him this. "At the very least, does Aunt May know?"

A saddened Peter did not say anything, but replied by shaking his head head no.

This response only made an already angry Gwen roll her eyes and turn away from him. After taking a deep breath to try and regain her composure, she turned back to Peter, angry expression still present. "Okay Parker, how and why?"

Peter felt those questions were good enough ways to help him start his story, and thus took a moment to sigh as he finally began his 'heart to heart' with Gwen. "Okay, you remember that field trip we took to ESU...?"

Meanwhile, back in the the Garden, Victoria Hand was begging to wake up in the sports box, and once she regained full consciousness, she saw the life model decoy of Gwen sitting next to her.

The Gwen decoy looked to be a bit concerned as she saw Victoria coming to. "Ms. Hand, are you all right?"

Upon hearing the decoy's voice, Victoria turned to look at her and appeared to be flabbergasted as to how she allowed herself to fall asleep. "Yeah, I'm fine, I'm sorry, Gwen, I...I don't know what came over me."

The Gwen decoy replied with a sweet smile. "Well, as long as you're all right. I wouldn't want to enjoy this next match all by myself."

Hearing this answer caused Victoria to look at Gwen in confusion, for throughout the whole day, Gwen seemed to be distant and hesitant, and now she's chipper and upbeat. But before she could question it, Victoria saw through the corner of her eye that the announcer was back on stage and about to start the next match-up. "Yeah well, you won't have to worry about me falling asleep for this fight," she told the decoy with a small smile. "Especially since I'm now fully rested after my nap." With that light hearted quip, Victoria went back to watching the tournament, all the while still wondering about Gwen's sudden mood change.

Back in Nick Fury's safehouse, Gwen stood there in a shocked silence after hearing Peter tell her about his Uncle Ben's murder, not to mention his confrontation with the killer and finding out that he was the man that he was the same man that Peter let escape after getting cheated out of his wrestling match. "Oh my god...!"

"Yeah, that's what I thought when I saw his face," Peter replied, then briefly turned away to try and fight back tears on remembering that painful memory. "But what hurts the most was the fact that if I hadn't been so damn full of myself and stopped the guy when I had the chance...I might've saved Uncle Ben."

The story was still way too big for Gwen to take in, but she could tell that Peter was being truthful with her, as well as sense his pain and sadness from remembering how he lost his Uncle. "Wait, no. Peter! That wasn't your fault!" she told him, this time trying to comfort him.

Before he could answer, Peter had two small tears run down his cheeks, and thus took a moment to wipe them off his face before turning to Gwen. "That's what I keep telling myself...hardly works. Only thing that helps a little is that Uncle Ben's killer realized what he did was wrong and he's now atoning for it by staying in prison."

"What?" asked Gwen, totally confused on what she just heard.

Realizing that he had gone off track, Peter shook his head to regain focus. "That's a different story," he told Gwen, then looked at her with a gentler expression. "But Gwen, I know you think that this is crazy, and I don't blame you. But the thing is, this is something that I feel that I have to do do. Because that day, I learned that with great power...comes great responsibility. And this is one responsibility that I can never shy away from again."

Gwen stood there astonished when she saw Peter explain this, seeing his sadness transform into strength upon watching his responsible side come out. "Pete..."

Peter looked into Gwen's blue eyes, and while he saw her worry, she could also see a bit of admiration, something that made him smile somewhat shyly. However, as he looked down in his bashfully, he once again saw his sleeping aunt, thus causing him to let out a sad sigh as he continued. "Which brings me to why I didn't tell you, Aunt May, or anyone else. Along the way, I learned that the mask I wear doesn't just protect my identity, but also the people that I care about," said Peter as he gently placed his hand over his aunt's. "Something I obviously failed miserably at, seeing is how Osborn got to both Aunt May...and you."

At this point, Gwen soon stepped in to correct Peter on this matter. "Okay, that also qualifies as not your fault!" she told him in a serious tone. "Besides, Aunt May received the treatment she needed, and you got me out of..." At that moment, the memory of being rescued from Victoria Hand suddenly reminded Gwen of when she saw Peter in the crowd while 'Spider-Man' was fighting in the tournament. "Wait a minute, if you were fighting with the Avengers, then who was that taking pictures in the crowd?"

"Oh, uh, about that," Peter replied, somewhat sheepishly. "That was a S.H.I.E.L.D. life model decoy, kinda like the one that looks like you, you know, the one that we switched you out with to get out of the Garden? It's something Nick Fury got his hands on before leaving S.H.I.E.L.D., and thus avoid Osborn's brainwashing. I guess you can say that having secret agent friends is one of the perks of being a superhero."

Though Gwen was both confused and a bit disturbed by the explanation about her 'robot-twin', she nonetheless took both of Peter's hands. "Yeah, well, don't forget, you still have me," she told him, and could see that Peter was about to interject, thus causing her to gently place her right hand over his mouth so she can continue. "Peter, I know you feel that this is your responsibility to bare and yours alone, but you don't have to! Yes, you've got the Avengers, but you still have friends and family to rely on!" Gwen once again used both of her hands to take Peter's, and holds them and squeezes them tightly as she looked up at his hazel eyes with a pleading expression. "Especially me! Please Peter, let me bare it with you! Let me be there for you just like I always have been. Just as I've always wanted to. Since seventh grade, to right here," as she continued, Gwen's words started to get softer as she moved closer, with her eyes halfway closed and hear heart pounding. "Right now..."

Normally, Peter would argue, but he too found himself leaning in closer to Gwen, as well as close his eyes half way. "I know, but..." Peter began to trail off as his face was so close to Gwen's their lips were just inches away from touching.

Behind the curtain, a microscopic, as well as excited Wasp clutched the curtain like it was a pillow. For the small Avenger feeling like a giddy teenager watching her favorite on screen couple of a soap opera about to kiss for the first time. However, before things could proceed any further, Nick walks in and saw the two teens, and just to make sure they don't engage in any 'funny business', he lets out a loud cough, causing both Peter and Gwen to quickly back away from each other, with their faces bright red.

Something in which the shrunk Wasp groan in aggravation for stopping such a cute moment. _"Jeez, Fury!"_ thought Wasp. _"Things were just getting good!"_

Nick himself watched as the teens regained their composure with his stonefaced expression still present. "Sorry to interrupt," he said to the teens, sounding half sincere. "But the next match is about to start," as he went on, Nick turned to Peter specifically. "And it has Burton taking on your friend wearing that suit that mimics your powers."

At that moment, both Peter and Gwen's grew wide with shock as they said the real name of whom Nick was referring to in unison. "Harry?!"


	5. Chapter 5

**LAST STAND**

Meanwhile, high in the sky, Hulk is falling to the Earth at high speeds like a comet, and moments later, landed hard in a kneeling position in what appeared to be a dry, dismal desert, making both a large cloud of dust and a huge crater upon impact. With a growl, the Green Goliath rose up and dusted himself off. "Stupid Leader," he angrily mumbled. "I hate being sucker punched."

Just as Hulk stood back upon his feet, he is alerted with the sound of a deep monstrous voice chuckling. "Trust me, it gets worse," said the voice, and as the dust cleared, it is revealed to be that of the Red Hulk, conscious, healthy, and having a large army of armored S.H.I.E.L.D. agents and tanks. "End of the line, Banner! You're not smashing your way out of this one!"

The Hulk, even with the odds seemingly stacked against him, only sneer at his red counterpart and his army of 'puny humans.' "Wanna bet?" The Hulk scoffed, then lets out an angry roar as he charged towards his grinning enemy, ready to smash him and his forces...or go out trying.


	6. Chapter 6

**16TH FINALS: HAWKEYE VS. SCARLET SPIDER**

The crowd inside the Garden cheered in anticipation for the next match-up. Especially Hawkeye, who pulled out his collapsed bow behind his back, and with one quick jerk, opened it up to get it ready for his match with the Scarlet Spider.

But before the archer could be on his way, he is briefly approached by Ms. Marvel. "Clint, remember to try and not rough him up too much," she told him. "Aside from being Spider-Man's friend, he's still a kid."

"Yeah, yeah, I know," Hawkeye replied irritably. "And don't worry, I'll try to go easy on him." As Hawkeye turned his attention to the Scarlet Spider, he could see him seething and most disturbing of all, appeared to have his muscles bulge even bigger, almost like he was ready to literally explode. A sight to which actually made Hawkeye worry just a little bit. "Despite knowing that he won't give me the same luxury."

Meanwhile, in the Thunderbolts corner, the Iron Patriot approaches the Scarlet Spider, who by this time was already itching to get his hands on his soon to be opponent. "Harry," he said sternly, getting the symbiote wearing son's attention and getting him to look at him, which in turn, caused his muscles to shrink back down to normal size. "I trust you remember not too be as headstrong as the rest of your teammates? For I would find that to be very...disappointing."

Just hearing the word 'disappointing,' from his father, the Scarlet Spider seemed to revert to the anxious brute back to that of the insecure teenager desperately seeking his father's approval. "You don't have to worry about that, Dad!" he quickly told the the Patriot. "I won't let you down!"

The Patriot responded by giving the nervous Scarlet Spider a nod, all the while still maintaining his emotionless expression behind his faceplate. "Then go and prove it, my boy," he told him as he briefly stepped away to reveal the teleportation pad, where Hawkeye was already standing on with bow still in hand. "Go and win like a true Osborn, and make me proud."

The Scarlet Spider gave his armored father a quick and enthusiastic nod in response, then headed over to the teleportation pad.

With both combatants now accounted for, the pads activated and both the Scarlet Spider and Hawkeye are transported to their designated battlefield...

...where this time, it's a stone platform on a mountian top in Sokovia. At the bottom of the mountain, many of the cheering native spectators witnessed the combatants arrived via the holoscreen floating above them.

Back up top, just the Ref Bot floated on to the platform, Hawkeye just looked around his surroundings with a somewhat disappointed look. "Why couldn't I fight somewhere nicer? Like Hawaii?"

The Scarlet Spider heard the archer's words, and smirked behind his mask. "Hawaii's nice, but not as nice as how I'm going to show the world how awesome I am...by pointing the crap out of you!" he told the archer as he pounded his fists together.

However, this only made Hawkeye shake his head at the Scarlet Spider after hearing his cocky remark. "Great, another snot nosed brat who's bitten off more than he can chew." At that moment, the archer leaned his head from side to side to pop some cricks out of his neck, as a way to show the Scarlet Spider that he was not intimidated and to show him that he's dealing with a former S.H.I.E.L.D. whose faced things far more dangerous than him and his parasitic suit. "Which you need to learn a lesson in humility in the Hawkeye school of hard knocks!"

The Ref Bot soon floated in, with the concerned look of the announcer present and facing Hawkeye. "Well, just be sure that you're not too harsh in your teaching, all right Hawkeye?" he asked Hawkeye, earning him an irritated look from archer as he gave him a nod of acknowledgement. Afterwards, he mentally commanded the Ref Bot to turn to the Scarlet Spider. "And I'm sure that you remember to keep things civil as well?"

Though the Scarlet Spider was just as aggravated as the announcer's nagging on 'playing nice', he knew that his father was watching and thus gave the worried announcer a quick nod so he can start the match.

Once he got his answers from both combatants, the announcer commanded the Ref Bot to fly straight up into the air and provide the two heroes the room needed to fight. "BEGIN!"

Not wasting any time, Hawkeye quickly pulls an arrow out of his quiver and takes aim at Scarlet Spider. "Class is in session!" he said confidently, then fired the arrow, with the arrowhead sparking with electricity in mid-air.

However, the Scarlet Spider saw this and leaned back sideways to the right to easily dodge it. Moments later, he mentally created a six foot long tentacle to come out of the back of his let hand as he stood up straight, then used it like a whip in an attempt to strike Hawkeye's belt buckle.

Luckily for Hawkeye though, he managed to save himself by dashing and rolling to the left side, narrowly dodging the tentacle.

However, the tip of the tentacle soon transformed into that of a hook than buried itself into the platform floor, all in which allowed the Scarlet Spider to zip over to that spot. Upon landing on his feet, the Scarlet Spider looked to see the now kneeling Hawkeye facing him and shooting another electric arrow at the young man's belt buckle. However, the symbiote wearing teen countered this by throwing a red, goop-like ball from out of his right hand, which upon coming contact with the air, soon hardened as it made a spike like shape and soon collided with the arrow, resulting in both weapons being destroyed on impact.

A sight which left Hawkeye himself a little bit stunned. "Okay, so much for this being a walk in the park."

The Scarlet Spider sets his sights on the baffled Hawkeye and with an angry roar, charged towards him with the intent of tackling him to the ground.

Meanwhile, back at the Daily Bugle in the states, J. Jonah Jameson watched the match on a TV in his office, along with Robbie Robinson. As the match went on, Jonah had a huge grin from ear to ear, mainly because Spidey was currently tending to his injuries from his match against Wolverine, and he's hoped that it would leave him too injured to come back into the tournament.

For Robbie, he couldn't help but look at his boss and friend with a suspicious looking expression. "I take it your enjoying the match, J.J.?"

"I sure as hell am now!" Jonah replied, grin still present. "For not only is that Wall-Crawling menace out of the game, but we now have a much BETTER Spider-Man holding his own against that Robin Hood wannabe!"

Robbie, however, seemed slightly worried with Jonah's overconfidence. "Well, first off, Spider-Man just left to treat his wounds from his last match, so as far as we know, he's still in this thing. And second, what makes you think that Osborn's son is any better?"

"Well, for starters he's on a team of weirdos that, at the very least, are on the government's watch," Jonah replied, then allowed a bitter scowl on his face to appear as remember another certain web-head, one that he knew all too well and was just sick to death of. "Unlike some other web-shooting menace who takes the law into his own hands, as well as Stark and his group of vigilantes!" At one point, Jonah seemed inspired by what he just said. "In fact, here's the next headline," he said as he held his hand up in the air to spell it out. " 'Thunderbolts 'avenge' the world by beating the Avengers!' Let's see the Globe try and top that!"

Robbie could only roll his eyes and let out a disappointed sigh, knowing that when ever Jonah was this passionate, including defaming Spidey, Iron Man and the Avengers, there was no changing his mind. Still, as he went back to watching the match, Robbie still hoped that the REAL Spider-Man was all right.

Meanwhile, back in Nick Fury's safehouse, Peter, Gwen, and the rest of the S.H.I.E.L.D. agents that were not under Osborn's control were all watching the match on the big screen. For Gwen, she looked on in great concern as she watched the Scarlet Spider throw unforgiving punches at Hawkeye, who managed to deflected them by using his bow. "Harry..." she said quietly, seeing him growing more and more aggressive as he continued his assault on the archer, and growing more and more worried by how that suit appeared to be making him more unstable.

As for Peter, he looked just as fearful for his best friend becoming more and more vicious with every blow he threw at the defending Hawkeye. "So hoping that this doesn't end badly," Peter muttered quietly.

Nick heard Peter's fearful words and turned to him with a raised eyebrow. "Bad for Hawkeye, or bad for your friend?"

While still looking at the screen, Peter let out a sigh as he answered the S.H.I.E.L.D. Director. "Both."

Meanwhile, back in Sokovia, Hawkeye was still on the defensive in using his bow to block hard punches from the Scarlet Spider. It wasn't until Hawkeye held up his bow over his head in a horizontal fashion to block the Spider's incoming hammer blow did he finally retaliate by throwing a left legged front kick, nailing his teenage opponent in his chest and forcing him to stumble backward. The archer then reached back, pulled out another arrow, took aim and fired his arrow which while in mid-air, the arrowhead exploded and a pair of twirling bolos pop out heading straight for the Scarlet Spider's legs in an attempted to trip him.

The Scarlet Spider saw this, however, and through concentration, he created a long blade out of his left hand and swung upward, slicing the bolos before they could even reach him. Then, with his right hand, he formed another tentacle and whipped it at Hawkeye once more.

Hawkeye spotted this, and instinctively held up his bow, which caused the tentacle to wrap around it.

But even with his whip attempted stopped, the Scarlet Spider did not let this stop him, and thus used his symbiote enhanced strength to yank backward and in return, pull Hawkeye towards him, all the while winding up his bladed left hand to stab he archer's abdomen once he got close enough.

However, thanks to his years of combat training, Hawkeye waited for the right moment, then released his bow and flipped forward, placing both of his feet on to the Scarlet Spider's blade and used it as a boost to jump and flip over the symbiote wearing teen and landed behind him in a crouching position. From there, he performed a leg sweep, tripping the Scarlet Spider and taking him down to the ground. As he stood back up, Hawkeye simply held his right arm in the air and easily caught his bow.

As he lied on the ground, the Scarlet Spider, now angrier than ever, quickly sat up and performed leg sweep of his own.

Fortunately, the experienced Hawkeye anticipated this and avoided getting tripped by jumping and back flipped a couple of feet away from the Scarlet Spider himself. After landing, Hawkeye reached back and drew another arrow from his quiver just as his aggressive opponent stood back, then fired another arrow, aiming for the Scarlet Spider's masked face.

However, the recovered Scarlet Spider was just as quick on the defense , and with his right hand, easily caught the arrow with no effort. "Really, pal?" he asked. "This is the best you can do?" Suddenly, the arrowhead sprayed smoke right into the young man's face, causing him to stagger blindly.

"Yeah, well, I'm just full of surprises," Hawkeye retorted, then pulled out and fired another arrow, this time aiming for the Scarlet Spider's exposed belt buckle.

However, in the most strangest and most unsettling of ways, the Scarlet Spider's symbiote suit somehow acted on its own by forming a tentacle out of his back which shot to the ride side and pulled him over in that direction, avoiding the arrow. Upon landing on that location, the Scarlet Spider went down on one knee, still suffering the effects of Hawkeye's smoke arrow.

Though Hawkeye found this a little off putting, he still pulled out another bow, aimed lower at the belt buckle and fired.

However, thanks to his suit enhancing abilities, the Scarlet Spider actually heard the arrow flying through the air, and thus was enough to snap him back to reality and left him more enraged than ever on how a simple archer just embarrassed him in front of the world, and more importantly, his father. As such, the young man used his left hand to throw a backhand and swat the arrow before it could hit him. Then, in one of the most disturbing of tactics, he literally stretched his right arm out at Hawkeye and actually grabbed his head and pulled him. Once the struggling archer was face to face with him, the seeing Scarlet Spider wanted nothing more than to crush his skull like a Styrofoam cup right then and there. But upon catching a glimpse of the archer's belt buckle, he was reminded that he had a father to impress, thus turned his left hand into a fist, pulled it back and threw a straight punch, hitting and shattering it instantly. As the yellow energy began to consume his arrow firing opponent, the Scarlet Spider dropped Hawkeye, where by the time he hit the platform, he was already completely frozen.

This action caused the Ref Bot to hover right next to the victorious team. "Ladies and gentlemen," said the announcer on the Ref Bot's screen. "Here is your winner, the Scarlet Spider!"

The Scarlet Spider relished the cheers from the Thunderbolts crowd, both from the Sokovian natives in the mountain below, and the crowd in Madison Square Garden via the Ref Bot's screen. But what he really cared about were two things. One, his father, whom he knew was watching and knew he must be proud of him. And the other was getting the opportunity to exact revenge on the one person who nearly taking away his father and girlfriend. The person he once considered his brother, but was now his most hated enemy: Peter Parker.

**WINNER: THE SCARLET SPIDER**


	7. Chapter 7

**PRIORITIES**

Everyone in Nick Fury's safe house stood there in stunned silence at what they just witnessed. Not only was a seasoned S.H.I.E.L.D. agent and hero, Hawkeye, lost his match, but he also lost to the misguided Harry Osborn, who donned the enhancing Scarlet Spider symbiote costume. Though they were grateful that the Scarlet Spider didn't kill Hawkeye, there were moments in the match where they could see the young man become unraveled bit by bit, which caused great concern, especially for Peter and Gwen. Finally, it was Nick Fury that broke the silence. "Well, we may have lost one, but we're not licked yet," said Nick, trying to sound optimistic to boost morale. "We still have some Avengers that can put us back in the lead and win Osborn's sick game," as he continued, Nick turned his attention over to the human sized Wasp. "And speaking of which, I think it's about time you head back there help your team make sure that that happens!"

Hearing her name managed to get Wasp out of her shock and shake her head to regain focus. "Right, right," said the Wasp, then turned to face Nick. "I'm on my way."

Peter, with his shirt and gloves back on, heard the S.H.I.E.L.D. veteran's words, and with a determined look on his face, pull his mask from out of his waistline so. "I guess that means I better go too."

This was not what Gwen wanted to hear, and thus grabbed his left arm. "Peter, no!" she told him while squeezing his arm tightly, and she saw him wince in pain, she loosened her grip, but still looked at him with worried expression. "You're still too hurt to being going back out there!"

"Gwen, I'll be fine," Peter replied, trying to sound reassuring but the pain he still felt was making it difficult. Nonetheless, he still kept his positive demeanor as he pointed to the claw marks on his chest. "Besides, I've been through things a lot worse than this."

Nick soon walked over in support of the Web-Head for the sake of Gwen letting him go to the tournament, know that that Spidey and Wasp's holograms from Iron Man's armor could only keep the people watching fooled for so long. "Gonna have to vouch for Parker on this own, Ms. Stacy," he told the young girl. "We're all in a desperate situation and we need all of the Avengers over there if were going to put an end to this insanity. Besides, after seeing how tough Peter's been throughout this whole tournament, I think it's safe to say that a few cuts won't be able to bring him down."

A concerned Gwen remained silent. True, in all of the times she saw 'Spider-Man' in action, she could see that he held his own. But now, Peter was facing off against a team of people who not only had a ruthless person like Norman Osborn leading them, but were also playing dirty in order to win their matches. And as she looked into the hazel and determined eyes of Peter, she could see that there would be no changing his mind, and thus placed her hands on his cheeks. "Just...promise me you'll try to be careful," Gwen told Peter softly. "Save the world, and Harry, from Osborn, but don't get further injured, or killed! Promise me!"

Peter grabbed both of Gwen's hands and gently moved them from his face as he looked into her blue eyes. "I will, Gwen, I promise," he told her with a soft and comforting tone. "Trust me, getting nearly slashed to ribbons again is the last thing on my mind. And I will save Harry, that's a given!"

Though Wasp found Peter reassuring Gwen to be cute, seeing it as young love at it's finest, she had to cut it short when she felt the small disc come into her hand, prompting her to gently grab Peter's shoulder to get his attention. "Pete, we need to go."

Peter turned and gave Wasp a reluctant nod of acknowledgement, then turned back to Gwen one final time. "Well, duty calls," he said with a lighthearted demeanor, then placed his mask over his head to complete his Spidey guise, then said this to Gwen in a gentler tone. "I'll be back."

With that said, Wasp placed on hand on Spidey's shoulder, all the while keeping the disc on the other. She then pressed the bottom of the disc, which in turn, shrunk both Avengers to microscopic size, and thus the disc flew down, opened its top and allowed the shrunken Wasp and Spidey to fall inside. With it's passengers collected, the disc flew into the air conditioning shaft, then sped its way through the rafters and out of the building, where it proceeded on its way back to Madison Square Garden. Inside the disc, Spidey and Wasp looked out the window as they passed from over building to building on their way to the Garden, and the Wasp herself gives Spidey a bit of a coy smile. "So, I noticed that you and Gwen were REALLY happy to see each other. Could that possibly be more than just friendship?"

Needless to say, hearing his question caused Spidey to blush wildly behind his mask. "What?! I-I have no clue what you're talking about!"

Wasp couldn't help but find Spidey's shyness adorable, and thus kept probing, smile still present. "Don't play dumb with me, Bug Boy! That girl is crazy about you, and you're nuts about her! You might as well admit it!"

"No! I mean, well, but...I..." Spidey was completely flabbergasted, so much so that he couldn't form a sentence, much less deny his feelings about Gwen. That is, until moments later, he realized that there was nothing he could say that could convince the intrigued Wasp otherwise, thus causing him to take a deep saddened breath as he replied truthfully. "It's complicated."

"Well, not to split hairs, Pete, but we're superheroes," Wasp retorted. "Complicated is half of our lives. So, you'll have to be more specific."

Before answering, Spidey rolled his in slight aggravation. "Okay, but 'complicated', I mean she already has a boyfriend, and his name is Harry Osborn, who by the way, just so happens to be the one who smacked Hawkeye around in the last match."

This reply instantly caused Wasp's smile to replaced with a shocked expression. "What?!" she exclaimed, then shook her head to regain her composure to try and comfort the troubled Web-Head. "I mean, wow! I'm sorry, Pete," she told him on softer tone as she placed her hand on her shoulder, then changed her expression to a more serious one. "But Peter, if she really is in a relationship with Harry while he's wearing that suit, she may still be in danger."

"I know" Spidey replied, with worry in his voice. "Which is why plan on getting that suit off of him and get him to the help he needs! And even though I know Harry's my friend, I'm hoping this'll convince Gwen to end their relationship, for both their sakes!" As he continued, he let out a sad sigh, which only brought out more of Wasp's attention. "But even if she does I don't see her and I getting together anyway, seeing is how since becoming Spider-Man, I've become a magnet for every psycho in this city! In fact, I remember that her dad, Captain Stacy, who for the record still doesn't know who I am, told me something on why 'Spider-Man' wears a mask. 'It's to not only hide his face...but also protect the people that he cares about." At that moment, Spidey let out a scoff as he so remembered how Norman Osborn targeted Gwen and Aunt May. "And some job I did at protecting Gwen and my Aunt. Because once Gobby found out who I was, he used that info to try and put the two women I care about in danger to try and get to me! Making me just as responsible for putting them at risk."

Wasp, upon seeing that a fellow Avenger was blaming himself for the actions of a villain, soon sprang into 'supportive friend' move by grabbing both of Spidey's shoulders and turning him to face her. "Listen Parker, Osborn is the one who put Gwen and your aunt in danger, not you!" she told him sternly, but later had a sad look on her face, for she knew where Spidey was coming from when it came to his feelings for the young blonde back in Nick's safe house, and it reminded her of how she had a similar talk with Jane in her relationship with Thor, and how she was putting herself in danger dating the Thunder God. All in which leading her to say to the young Web-Head what she said the medic that night, which was a shame, for Spidey and Gwen did make a cute couple. "But, I see what you mean about you and Gwen not getting together. And yeah, for her sake, it might be best if you two don't take your relationship any further than where you are right now."

Spidey could feel the hurtful truth in Wasp's words, and thus reluctantly nodded to her. "Yeah, I know," he told her regretfully. "Still, I just hope she forgives me when I break it to her."

The Wasp, being the supportive teammate, as well as feeling a new found 'big sister' sense when around Spidey, gently lifted the lower part of his mask, then leaned in and gently kissed the Wall Crawler on the cheek. "She will," she told the stunned teen as she lowered his mask over the lower part of his face, causing the blushing Web-Head to hold said cheek in disbelief. "After all, what girl in their right mind could stay mad at a sweet guy like you?"

Though Spidey appreciated Wasp's sentiment, this also spurred memories of Liz Allen and the Black Cat, both of whom were very angry and bitter towards him the last time he saw them both. Thus causing him to say this to his size altering teammate feeling somewhat discouraged. "Trust me, you'd be surprised."


	8. Chapter 8

**16TH FINALS: THE WASP VS. ATLAS**

As the crowd roared with anticipation for the next match, Iron Man is standing there, secretly worrying where Wasp and Spidey were, knowing that he can't keep their holographic images up forever. Especially Wasp, since her match was up next. Suddenly, unbeknownst to anyone in the Garden, the real Wasp, in microscopic size, soon flew in and floated right inside the holographic image of herself, and thus used her Avengers ID card to contract Iron Man. "Hey Tony, I'm back."

Hearing the Wasp's voice inside his helmet caused Iron Man to let out a sigh of relief. "That's nice to hear," said the Shell-Head as he secretly pressed a button in his palm to deactivate the Wasp's hologram, just as the real Wasp began to grew back in human size and taking her digital image's place without the crowd even noticing. Once he saw his size altering teammate return, Iron Man himself gave her a small smirk. "Especially since you're match is up next."

The now human sized Wasp first gave Iron Man a friendly nod, then looked straight ahead at the Thunderbolts' corner and spotted her opponent, Atlas, who gives a smile and wink to taunt her, something that almost made her gag and prompting her to give him a disgusted look. "Trust me," she told Iron Man while still staring at her upcoming opponent. "I wouldn't miss this for anything."

Iron Man took a moment to look around for a certain Web-Head who appeared to be missing. "So, I take it the kid stayed at the safehouse with Fury?"

Before Wasp could answer, Spidey himself was seen walking up to the stage after being dropped off at the point where Wasp picked him up, all so they would let the people believe that he has just returned from being treated by 'medics' backstage and is greeted by a mixture of boos and cheers from the crowd. "That would be a no," Spidey replied lightheartingly, despite still being in pain from his fight with Wolverine. "Sitting out the action is never in the vocabulary of this web swinging superhero. Besides, I've had paper cuts tougher than this."

Iron Man admired the Wall Crawler's dedication, and felt his enthusiasm in such dire situations reminded but was still worried about him of himself at that age. But nonetheless, was still worried about him "Well, just be careful from here on out kid," he told him sternly.

Meanwhile, the announcer is seen working the crowd into a frenzy. "All right folks! Let's move on to our next match-up! One in which is, shall we say, sure to epic in all shapes and sizes! For next we have the Avengers' small but strong Wasp taking on the Thunderbolts' giant powerhouse, Atlas!"

Wasp couldn't be happier to hear those words, for after enduring the stress of seeing all of her teammates lose and get capture, which even included Yellowjacket, she couldn't wait to take her frustrations out on Atlas.

But before the size altering founding Avenger to be off, Spidey decided to walk over to her. "Hey Wasp," he called to her, getting her attention. "Best of luck."

The Wasp gave the Wall-Crawler a wink and a smile as she replied. "Thanks kid, but I'm used to beating up guys who are ten times bigger than me." As he turned forward, she set her sights back at Atlas and narrowed her brow at him. "And this jerk is no exception." With that said, the determined Wasp walked over to teleportation pad to once again fight for her team.

Meanwhile, back in the Thunderbolts' corner, Atlas watches Wasp step on to the pad with a cocky smile on his face. "And now, I step into the most easiest match of this entire tournament."

This remark caused the Iron Patriot to walk up to Atlas and address him. "Careful, Josten," he warned. "If her match against Gold proved anything, it's that Wasp is allot more than she seems."

"Hey, Songbird deserved to lose when she allowed herself to get beat by that puny rich girl," Atlas retorted with a chauvinistic tone. "But now, that hot little pixie is going up against a giant, one that's a hell of a lot better than her punk boyfriend! This'll be a snap!" The confident Atlas then proceeded to walk over to the teleportation pad, where Wasp was already waiting.

As for the Patriot himself, all he could do was let out an aggravated sigh as he watched Atlas step on to the pad, and wouldn't be the least bit surprised if the cocky giant lost his match. For since day one, he considered him to be no more than a thug who had more brawn than brains. The type of person that the Patriot always considered to be expendable and not much of a real loss.

Meanwhile, with both fighters accounted for and with the crowd roaring in anticipation, Wasp and Atlas are instantly transported out of the Garden...

...and on to their battle station, which just so happened to be the Yanbaru forest in Okinawa, Japan!

For Wasp, the feeling of being in such a beautiful place was bittersweet. For she remembered being here before, but with Hank when he was studying the insect life here. A time in which Hank was kind, gentle and loving life in all it's forms, not the angry and violent vigilante that was Yellowjacket.

As for Atlas, he just continued to smirk, looking up and down at Wasp, admiring her beauty and hating he'd have to damage it. "Don't worry, babe," he told her. "I'll try to go easy on you."

When Wasp heard this, she soon shrank down to pixie size, flapping her wings to keep her airborne and changing both of her hands with energy. "Can't say I can do the same for you, big boy!"

It wasn't long before the Ref Bot floated in between the two size changers, with the announcer's face present, but looking a bit worried whether or not Wasp and Atlas would take things to far, just like the fighters before them. "Ready?" he asked, receiving nods from both Wasp and Atlas, and thus floated up high into the air to get things started. "BEGIN!"

Wasp wasted no time in attacking as she flew straight towards Atlas' belt buckle and fired stinger blasts at it.

Atlas, on the other hand, spotted this and dodged it by quickly moving to the left side to avoid the blasts and allow Wasp herself to pass right by him. Moments later, the Thunderbolt saw her spin around and try her attack again, but stopped that attack by using his right hand to easily catch her. "Give it up, babe!" Atlas told her confidently. "Thanks to Osborn providing tapes of your fights against Whirlwind, and other costumed losers, I've studied how you move in your shrunken form and know every move before you do!"

Wasp, having had enough with Atlas' cocky behavior, said this to him in defiance. "Yeah, well study this!" Suddenly, Wasp surprised her opponent by growing to him size to escape his grip and delivered a hard right legged knee strike to the Thunderbolt's face, sending him reeling backward. As she landed on her feet, the now fully sized avenger ran towards Atlas while he was still dazed, then gave him a mean right hook to his jaw, followed by a left uppercut.

Unfortunately, Atlas is able to recover quickly enough to see Wasp's punch and thus held up his left arm to block it, then threw a right cross of his own.

Luckily though, Wasp spotted this and ducked to avoid the punch, all the while passing underneath Atlas' right side and ending up behind him. After stopping herself, the founding Avenger looked over her right shoulder to see Atlas turning around around and thus went for a right legged back kick, aiming for the Thunderbolts' belt buckle.

However, Atlas threw his right arm downward, to which he not only successfully blocked the kick, but also pushed Wasp's foot outward.

But even with her kick deflected, Wasp continued to press on by spinning around and throwing a left back fist, to which Atlas himself easily blocked as well, Not wanting to give her opponent a chance to counter attack, Wasp pulled her left fist back, then spun around and threw a right hook.

Feeling embarrassed on how Wasp was giving him so much trouble, Atlas held up his right arm to block the punch, then countered by using his left fist to throw a middle punch, hitting her right in the abdomen and literally knocking the wind out of her.

Thanks to the Ref Bot recording the fight, everyone around the world saw what Atlas had just done. Especially the spectators back in the Garden, where everyone, including the Thunderbolts fans, were all shocked and appalled at Atlas' brutal act.

But none more than the Avengers, more specifically, the wide-eyed Spidey and Ms. Marvel. "JAN!" they yelled in unison, scared for the Wasp's well being as they watch one the screen and see her hold her gut and on her knees searching for air.

As for the Thuderbolts themselves, they remained indifferent towards this, for as far as they were concerned, Atlas was doing what needed to be done to win this match for the team. The Iron Patriot, on the other hand, did not seem so forgiving. For he found Atlas' methods problematic in keeping up the team's positive image for the people they were trying to win over.

Back in Okinawa, as Wasp tried desperately to catch her breath, Atlas was now seething on how he was humiliated on how the size altering Avenger bested him in combat. As such, he decided to end this match by growing up to giant size, namely up to one hundred feet, then used his right hand to pick up the winded Wasp as if she was a tooth pick. "I tried to be nice, hot stuff," he said angrily as he held Wasp in his hand that would show her belt buckle. "And after this, I was thinking of convincing Osborn to let me take you out and show a real good time, but now, you'll just have to be locked up with Pym!" With that said, he held up his left index finger and went to press Wasp's belt buckle to win the match. "I guess you two really do deserve each other!"

Hearing this snide comment manage to anger Wasp just enough to make her shake off the effects of that last attack, and as she looked up at Atlas with disdain, she quickly shrunk back to pixie size and flew out of Atlas' hand, causing him to poke his lift fingertip into his palm instead, causing him further irritation. "What you little-!"

The shrunken Wasp flew about the right side of Atlas' neck. Moments later, she dived downward and in the process, grew to human size. Once fully grown, the Avenger kicked both of her feet downward and plunged her heels into a specific pressure point in the Thunderbolt's neck, causing him extreme pain. After hitting that spot, Wasp quickly shrunk again and flew off just as the pain ridden Atlas placed his hand on the spot she struck. Afterwards, the founding Avenger flew down and headed towards the back of Atlas' right knee, and just like before, she grew to human size just as she reached a tender spot, then threw a right legged thrust kick, hitting that spot, and shrunk down and flew off just as Atlas began to go down on that knee and caused a massive earthquake in the surrounding area.

With Atlas in a kneeling position, the Wasp makes a U-turn and headed straight towards the giant Thunderbolts belt buckle. Upon returning to human size, she pulled both of her knees into her chest and lets out a loud battle cry as she delivered a double legged mule kick, hitting Atlas' buckle with so much force, it caused it to crack.

It wasn't long before yellow energy came rushing out of the cracked buckle and surround Atlas, which in turned, caused him to shrink down. By the time he returned to human size, the defeated Thunderbolt is now completely in a frozen, kneeling position.

Once the fight was over, the Ref Bot waited until the human sized Wasp landed on her feet before floating over and hovering right beside her. "And the winner is...the Wasp!"

Wasp was happy that she won, as well as grateful from the all the training Captain America gave her, but at the same time, she yearned for the one person she felt was truly wanted but feared she would never see again: Hank Pym. Seconds later, she turned and faced the frozen Atlas with a complete look of utter disgust, she she knew that they way he fought her was probably the same way he treated women in general. "Well, you sure deserved THAT, creep!"

**WINNER: THE WASP**


	9. Chapter 9

**TWO BUGS IN ONE MIND**

Back in the S.H.I.E.L.D. Helocarrier, all of the agents watched Wasp and Atlas' match were both stunned and disappointed. From the agents on the carrier's main bridge, to the agents stationed in guarding the cells which housed both captured Avengers and defeated Thunderbolts.

Two male agents, one a Latino and the other African American, engage in conversation regarding the match all while wheeling the now frozen Atlas to his cell.

"Geez," said the Latino agent in disgust. "This guy can grow to the size of the Empire State Building, and he still lost to that Wasp chick?"

The African American agent gave his fellow agent a nod of agreement, then looked at Atlas with disappointment. "I know, right? And I sure do hate to see what Director Osborn has in store for this guy once he comes back up here."

As the agents conversed while rolling Atlas to his empty already prepared for him, they passed the cell of the bound and immobile Yellowjacket. And whil he seemed unresponsive...

_...inside his own mind is a different story. For inside the white, bleak, almost purgatory like place, there was the lab coat wearing, peace loving scientist that was Henry Pym. He watched as they guards rolled Atlas right past him via the two circular, eye shaped mirrors and was stunned from what he just heard from them. "Jan won?" Hank asked, sounding both delighted and relieved upon hearing Wasp's victory and, for the time being anyway, was in no immediate danger. "Oh, thank god!"_

_However, even within his own mind, Hank was not alone. For right behind him was that of a smug Yellowjacket, who just so happened to be the dominant personality that was in control of Hank's body. "So what? said the unimpressed Yellowjacket. "If you ask me, I say she was lucky. You know as well as I do Pym that she was never cut out to be fighting all superpower psychos, let alone the ones in Osborn's little tournament."_

_Hank, angered by the Yellowjacket personality insulting the woman he loves, turned and confronted him. "She's proven that she is more than capable of stopping villains many times, and you know it! Besides, wasn't it YOU who lost to that meathead when you fought him!"_

_"Yeah, after he cheated like the coward that he is!" Yellowjacket retorted, then as he moved forward to the right 'wall eye' window, he bitterly bumped his shoulder into Hank's. "But I doubt she'll win the tournament anyway. Now shut up and try to figure out how we can get out of here!"_

_As a disgusted Hank shook his head at the cocky Yellowjacket's bravado, he looks through the left eye window ad saw that one of the guards watching the cell was watching the tournament via the wall mounted screen, and more importantly, saw the Wasp herself being transported back to the Garden."Jan..." he said in both sadness and anger, wishing he could be down there to help both Wasp and the rest of the Avengers, but unfortunately, due to being restrained and in a cell, that was obviously impossible..._

...Meanwhile, back outside the cells, the two agents had just placed the frozen Atlas inside his cell, which was right next to that of Wolverine, who they also placed in his cell and helped in getting the device that made him go berserk removed, despite the feral X-Man putting up a fight afterwards and putting claw marks on the steel wall to prove it. As the two agents exited the cell, the Latino agent pressed a button on the keyboard next to the door, and thus activated an electric force field 'door' to seal Atlas inside.

Moments later, the yellow energy that was keeping Atlas' body frozen completely vanished, leaving the giant with freedom to move once more, but was still somewhat dazed and confused. "What the...?" said the disoriented Atlas, but once his vision was clear and realized where he was, his eyes grew wide with panic. "No...NO!" he yelled, then attempted to break out by pressed the 'A' buckle on his belt to glow, but to his surprise and dismay, nothing happened.

On the other side of the cell, the agents watched Atlas rapidly pressing his belt buckle and it was the Latino who decided to explain with the giant's belt buckle isn't working. "Yeah, you can thank Director Osborn for you belt not working. We just received word that he used his metal suit to shut it off so you would grow big and destroy the Helocarrier."

Needless to say, Atlas did not take kindly to the news of him being depowered was not what he wanted to here. "No...NO!" he exclaimed. "Osborn can't do this me!"

The Latino agent soon answered the former Thunderbolt with disdain in his voice. "He can, and he just did," he told Atlas. "So just do us all a favor and shut the hell up." With that said, both the Latino and African American agent turned away from the frantic Thunderbolt and proceeded to walk away. However, though the corner of his right eye, the Latino agent spotted the cell at the end of the hall, which door looked like that of a vault and a small window on it. The officer then peaked through the small window, and saw that that cell's occupant was that of the subdued and unconscious Bruce Banner, who's alter ego, the Hulk, lost on his last stand against his enemies and was now shackled to the wall via specially made metal cuffs. After, despite Banner being restrained, it still made the agent uneasy, because he witnessed one of the Hulk's rampage's first hand, and did not feel the least bit safe around him, whether it was Banner in his human form, or as the Jade Giant. "Jeez," he said quietly to himself. "And I thought that clawed mutant was scary."


	10. Chapter 10

**16TH FINALS: LUKE CAGE VS. SWORDSMAN**

Upon her return the Garden, the now human sized Wasp was welcomed back by her teammates with open arms, all of whom congratulated her on her win. The first of which was her best friend, Ms. Marvel. "Good work, Jan!" she told the Wasp, putting her hand on her shoulder, but gently for that she might still be sore from her match. "Way to do everyone a favor by beating that creep."

The next to speak up is Thor, who gave Wasp a large smile. "Agreed," said the Thunder God warmly. "And you have reminded us, especially myself, not to incur your wrath."

This in turn caused Spidey to let out a small laugh upon hearing Thor's words. "No argument here," said the Web-Head in agreement.

Wasp let out a small laugh upon hearing the Web-Head's words, then gently placed a hand on his shoulder. "Good answer, bug boy."

The happiness amongst the Avengers is brought to a halt when Luke Cage stepped forward, popping his knuckles. "Yeah well, now it's my turn for whoop up on these fools!" said the less than pleased Luke as he glared at the Thunderbolts. "Show them that I don't appreciate them imprisoning my friends after cheating to win like the punks that they are!" It wasn't long before the Hero for Hire set his sights on his upcoming opponent, Swordsman. "And I'll do it by making an example out of him!"

The announcer heard Luke's declaration, and fearing that he'll start a fight before the match even begins, he soon stepped in to confront him. "Well, before you do that," he said timidly. "Let's go ahead and provide you with a weapon for your match. After wall, with Swordsman having a...well, 'sword', we should keep things fair, don't you think.

Luke let out an irritated grunt up hearing this, knowing full well that there was nothing fair going on throughout this entire tournament. At the same time, however, he knew that it was pointless to argue about it. "Fine, not that I need a weapon, but let's just get on with it so we can start the damn match!"

This gruff reply caused the announcer to let out a sigh of relief. "All righty then," he told the Hero for Hire. "Let's get you prepped up!" With that said, the announcer stepped to the side and allow Luke to witness two agents wheeling in a crate containing what appeared to be shiny steel close quarter weapons, from broadswords to mace and so on. With microphone in hand, the announcer said this to Luke in a somewhat mellow dramatic fashion to get a rise out of the crowd. "Please select your weapon!"

Luke, rolling his eyes in annoyance, nonetheless walked over to the center of the stage and arrived in front of the crate so he can begrudgingly choose a weapon for his match against Swordsman.

Meanwhile, over at the Thunderbolts corner, Swordsman watched Luke walk over to the crate and chuckled, for his mind, it didn't matter what weapon Luke would choose, he would never be in his league, weapon or not, and thus knew he had this match in the bag.

As for Luke himself, he looked through all of the weapons, but felt that none of them were 'his style'. Naturally, this made him frustrated, and was just about to remind the announcer of his bulletproof skin, and hopefully convince him to just let him fight with his steel hard hands. However, before he could, ne noticed the large chain that was part of the crate and keeping the weapons in place, and thus gave the Power Man an idea. "Hey, is that chain made of Adamantium?"

The announcer looked at Luke with a bewildered expression as he answered him. "Yes...why?"

"Because THAT'S my weapon!" Luke declared, then grabbed middle of the chain, but knew he might not be strong enough to break something as strong as Adamantium. As such, he turns to obviously shocked announcer. "You got anything that can cut this?"

Before the announcer could protest, Iron Man soon stepped in. "I do, Luke," said the Shell-Head as he walked to the crate, and once he approached it, he held up his right gauntlet and out popped a bronze colored rod. "Antarctic Vibranium rod. Capable of emitting vibrations that weaken the molecular bonds in metals and causing them to liquefy. Including Adamantium," After stating the rod's purpose, Iron Man looked to the announcer, who by now was clearly worried. "And don't worry, you can send me the bill," he told him, then through his helmet, sent a mental command to his right gauntlet, causing the rod to start vibrating and thus gently pressed it down on the left end of the chain, causing the link holding it up to practically melt and fall to the stage floor.

Back in the Thunderbolts' corner, the Swordsman continued to look on in disgust as he watched Iron Man walk over to the right end of the chain, press the rod down and allow the chain itself to drop to the floor completely, as well as allow Luke himself to bend down and pick it up. "Apparently, once a thug, always a thug," said an unimpressed Swordsman, then through the corner of his left eye, saw the Patriot standing right next to him and let out an aggravated sigh. "Let me guess, this is the part where you tell me not to underestimate him?"

Though his faceplate hid it well, the Patriot gives Swordsman a stern look, not taking kindly to his teammate's snarky remark. "Indeed, and I trust that Atlas' loss taught you that?"

"Josten was a brainless thug who deserved to lose!" Swordsman replied. "I, on the other hand, am one of the greatest sword fighters and keen strategists on the planet," As he continued, Swordsman watched as Luke place the chain behind his neck and walk over to the teleportation pads. "I know exactly who I'm dealing with, and more importantly, I know how to win this match." The blade wielding Thunderbolt then turned to the Patriot one last time with a confident smirk. "And when I return after winning, a raise in pay is the perfect way of saying 'thank you.'" With that said, and with his trusty sword slung over his shoulder, Swordsman proceeded to walk over to the teleportation pad.

The Patriot, on the other hand, only crossed his arms as he watched Swordsman walk away, finding his bravado irritating. "We'll see, Von Strucker. We'll see."

Meanwhile, Swordsman finally stepped on to the teleportation pad, where the chain carrying Luke was always waiting. With the two fighters now accounted for, as well as giving each other death stares, the pads activate and teleport both Luke and Swordsman...

...to a large platform built right in front of the Brandenburg Gate in Berlin, Germany, where once Luke and Swordsman arrived, they were greeted by cheering German fans standing behind yellow energy ropes, and with large holoscreens above the platform for the spectators sitting too far out to see the fight.

Once Swordsman was finished basking in the Thunderbolt fans cheering for him, his used his right hand to pull out his sword and gets in a fencing stance. "How about it, Mr. Hero for Hire? Are you ready to taste cold steel?"

Luke answered his sword wielding enemy with a sneer. "I was about to ask you that myself, punk" he retorted as he took the chain off of his neck and began wrapping it around the knuckles in his right fist "Because I'm gonna make you EAT that damn sword!"

Moments later, the Ref Bot, with the announcer's face on the screen, floated in between both men, just to make sure that both fighters didn't start fighting until he officially started the match. Once he saw that the two men were ready, he mentally commanded the Ref Bot to shoot up into the air and say the one phrase that everyone, especially the combatants, were waiting for him to say. "FIGHTERS BEGIN!" yelled the announcer, with the holoscreens translating the words through German subtitles, resulting in the German spectators to cheer.

Swordsman wasted no time in attacking first as he lunged forward and thrusts his sword forward, intending to dart the tip of the blade into Luke's belt buckle.

Luke, however, threw a a downward right hook, and with the chain wrapped around his knuckles, successfully deflected the blade and pushed it downward, As he did this, Luke stepped to the right side, and in the process, allowed Swordsman to run past him and nearly tumble over.

Swordsman just barely stopped himself from falling face first into the platform, and once stabilizing himself, he looked over his right shoulder to get Luke back in his sights, then attempted to fight back by going for a low back handed slash, with the Power Man's belt-buckle still being the target.

Fortunately for Luke though, he anticipated this move and quickly hopped backward, narrowly dodging the tip of the Swordsman's blade. Sadly though ,he knew that he was not out of the woods just yet, for he spotted Swordsman now dashing towards him while holding his sword overhead then went for a downward slash. Luckily for Luke though, this attack reminded him of one of the many street fights he got involved in where one person came running towards him with a broken beer bottle, and thus instinctively, held his chained right fist up to block the Swordsman's slash, then with his left fist, gave Swordsman a jab to his orange faceplate. Though Luke only put twenty percent of his strength in that punch for the sake of not taking Swordsman's head clean off, it was still strong enough to send the Thunderbolt flying a couple of feet backward and landing hard on platform floor. Now in control, Luke walked over to the fallen Swordsman and stood over him, looking into his cracked faceplate. "You lucky I held back, fool!" Luke told his dazed opponent, then wounded his chain wrapped right fist back and threw a downward punch to destroy Swordsman's belt buckle and win the match.

However, Swordsman snapped out of his daze quick enough to see Luke's fist coming his way and thus rolled to the right side, causing Luke to punch his entire fist into the platform and getting it stuck in the process. Afterwards, Swordsman popped back up on to his feet, and secretly pressed two sewn in the palms of his gloves. This, in turn, activated millions of nanites flowed throughout his suit and increased the hitting power in his hands and feet. Moments later, Swordsman ran in and threw a right legged rising axe kick, nailing Luke in the face with enough force that it pulled his fist out platform, but left him standing in a daze and allowing his chain to fall off of his hand. Seeing that the Hero for Hire was now wide open, Swordsman charged in and threw a right legged side kick, hoping to nail Luke's belt buckle while he was still defenseless.

Luke, on the other hand, proved to be just as quick to recover as he shook his head to regain focus and spotted Swordsman throwing the kick, which prompted him to throw his right arm downward to not only block the kick, but also push Swordsman's foot outward to the right side, forcing the Thunderbolt to spin around. And, thanks to his years of street fighting experience, Luke spotted Swordsman going for a spinning right back-fist, and knowing that his opponent was somehow stronger than he appeared, leaned back to save his chin from getting hit. After standing up straight, Luke saw Swordsman going for a left hook, causing the Hero for Hire to hold up his left arm to successfully block the attack, but also allowed him to fight back by using his right leg to throw a knee strike, aiming for Swordsman's belt buckle.

Unfortunately for Luke though, Swordsman was able to stop this attack by throwing both of his arms downward in an 'X' shaped fashion blocked the strike. Though the forced of Luke's blow was still strong enough to send him back flying backward, Swordsman still managed to land back on his feet and into a fighting stance thanks to his nanite enhanced boots.

As for Luke, he still pressed on his attack by picking up the chain, then ran towards Swordsman and upon approaching him, used the chain like a whip. This action resulted in Swordsman holding up his left arm to not only block the chain strike, but allow the chain itself to wrap around his arm. However, Luke revealed that the whip strike was nothing more than feint in order to trick Swordsman to holding up his arm, and thus made his real move pull the Thunderbolt towards him.

But despite being pulled towards Hero for Hire, Swordsman still used this to his advantage waiting until he was close enough, then attacked by throwing a left legged front kick to Luke's chest, then followed it up with a right round kick, nailing Luke in the right temple and sending him down on one knee. Once landing on his feet, Swordsman soon realized that he was still holding Luke's chain in his left hand, causing him to think that it could be handy, especially when saw Luke shaking his head and trying to stand up. This, of course, caused Swordsman to let out an annoyed grunt as he approached the kneeling Luke. "Don't you have the good sense to stay down?!" he barked as he held the chain over his head, then threw it downward in an attempt to strike Luke's head.

However, Luke recovered just in time to see this coming, and thus stopped the attack by using his left hand to reach up and catch Swordsman's left wrist. Moments later, he used his right hand to grab his opponent's right foot, and in one swoop, lifted the Thunderbolt up and over his shoulders as he stood back up on his feet. Now in control, Luke fell backward and thus drove Swordsman down hard on the platform surface on his back. After delivering such a devastating move, Luke immediately sat up and got back on his feet, and as he turned and looked down, he saw Swordsman had released the chain and was now writhing in pain. "Not to punks like you!" Luke said defiantly, then picked up the chain then wrapped it around his right fist so he can can destroy Swordsman's belt buckle with a chain enforced punch and he can bring this fight to an end.

However, little did Luke, or any of the cheering German fans know was that one of the Patriot's spies, a heavily man, was in the crowd with a small mirror cupped in his right hand. Once he saw the Power Man with the chain over his knuckles and winding his right fist back, the spy went into action by using the mirror to reflect light off of the sun and flashing it into Luke's eyes, causing the Hero for Hire to stagger backward and away from the fallen Swordsman.

This leaves Swordsman to recover popping back up into a kneeling position, and upon seeing Luke blinking his eyes to regain his sight, he used this opportunity to fight his sword, then point his right hand at the direction of where it was laying. "Magnet," he said quietly into the intercom system in his helmet, which in turn, was a voice activation in his glove to generate a small magnetic field, and thus pulling the sword towards him and allowing him to catch the handle once it made it's way into his open palm. Now with his trademark weapon, Swordsman stood back up on his feet, then charged toward Luke once again and made his move by thrusting his blade forward into the now blinded Luke's mid-section, more specifically, his belt buckle.

However, though Luke was momentarily blinded, he still remembered some of the lessons he learned from his times sparring with Iron Fist. Such as using his other four senses to help him be one with his environment. And this knowledge served him well, as he could heard and feel Swordsman's footsteps on the platform, and more importantly, coming towards him. This allowed Luke to save himself by rolling to the left side and dodging the tip of his opponent's sword.

Though he stopped himself from falling over, Swordsman was growing frustrated with how much trouble Luke was giving him, and looked to the right side to see that Luke himself was now in a kneeling position, and tried to take advantage of this by running forward and holding his sword over his head.

As for Luke, he quickly reacted his sight and soon looked over his shoulder to see Swordsman coming towards him and throwing a downward slash, prompting the Hero for Hire to take hold of the chain with both hands and hold it over his head in a horizontal manner, blocking the blade. After stopping the attack, Luke steered the blade to the right side, then fought back by getting up and giving Swordsman a hard left rising elbow strike to his faceplate, shattering it completely and revealing the face of Andreas Von Strucker, who despite taking such a powerful hit, rolled on his back and popped back up on his feet, albeit with a now bloody nose. Now fully recovered and on his feet, Luke took the chain in his right hand, then charged towards Andreas and whipped his metal linked weapon once again, aiming for his enemy's exposed face.

Sadly, Andreas held his sword in front of him in a vertical fashion, causing the chain to wrap around it. With his strength enhancing gloves, Andreas yanked the chain out of Luke's hand and threw it out into the crowd.

Most of the spectators saw the chain coming their way and wisely moved out of it's way...all except the Patriot's planted spy, who took the chain to the face and fell to the ground outcold.

Back in the match, Andreas is once again in a fencing stance, ready to strike the now weaponless Luke. "Not so tough without your pitiful choice for a weapon, are you?"

As for Luke, he only stood tall and gave Andreas a defiant scowl. "Says the spineless punk whose about to use a sword to strike an unarmed man!"

"Well," Andreas replied in a cocky tone. "In this case, whatever works." With that said, the Thunderbolt thrusts his blade towards Luke's belt buckle, knowing that he has this match in the bag.

But surprisingly, Luke utilized his great speed and reflexes by clapping both of his hands and stopping the blade before it could reach him, leaving Andreas himself in a state of shock. A split second later, he yanked the sword, as well as his magnetizing glove, out of the Thunderbolt's hand and threw it to the side, leaving the bewildered Andreas without a weapon.

Now desperate, Andreas took his left fist, which still had a nanite enhancing glove on it, and went for a left uppercut.

Luke, on the other hand, saw this coming and used his left hand to easily catch Andrea's fist like it was nothing. Once he had his opponent literally in his grasp, Luke began crushing Andrea's hand, which in turn caused the glove to short out and make Andreas scream in pain. Looking at Andreas in pure disgust over his actions in this match, Luke clinched his right fist and gave the Thunderbolt an uppercut to his jaw, one that was strong enough to send him up into the air. Luke then waited until he spotted his now airborne enemy's belt buckle, then deliver a stiff left jab, one that succeeded in hitting and destroy the buckle, as well as send Andreas flying back a few feet.

As for Andreas himself, the yellow energy soon engulfed his body while in mid-air, and by the time he hit the platform, he was already frozen stiff.

This resulted in the Avengers fans within the German crowd to cheer, as well as the Ref Bot floating over next to Luke, who by now was rubbing his knuckles. "Ladies and gentlemen," said the announcer with his face on the Ref Bot's screen, as well as the holoscreen's above the platform. "Here is your winner...LUKE CAGE!"

Luke could hear hear the cheering from the German crowd, as well as the crowd from the Garden via the Ref Bot's screen, but he didn't particularly care for it. For now, all that mattered was stopping Osborn and saving his fellow Heroes for Hire, Iron Fist and Ant-Man. He then took a moment to look down at the frozen and defeated Andreas. "If you can hear me, thanks for helping me let off some steam," Luke told his his fallen enemy. "But just so you know, what I did to you was a slap on the wrist compared to the beating I'm gonna give Osborn!"

**WINNER: LUKE CAGE**


	11. Chapter 11

**THE BARON'S WATCH**

Back on the bridge of the S.H.I.E.L.D. Helocarrier, all of the agents on the main bridge, including Maria Hill, are shocked to see that Luke Cage had just won his match against Andreas Von Strucker, a.k.a. The Swordsman, on the big screen. As they looked on, they all spotted the frozen and defeated Andreas disappear from the screen.

One agent, an Asian female in her early thirties, looked the screen on her station to see the frozen Andreas arrive in a room with three teleportation pads and two other agents standing by with a crate. "Commander Hill," she said still looking at her screen. "Swordsman just arrived on board."

Maria let out an aggravated sigh when she heard the news from the commander's station . "Then put him in one of the cells in the holding area and add him to our collection of Thunderbolt rejects who failed to do their jobs."

"Yes ma'am" replied the female agent, then pressed a button on her keyboard to alert the two agents in the teleportation room their orders.

As for Maria, she only grabbed and squeezed the railing of her post, no doubt feeling the stress of the Thunderbolts losing getting to her. "The Avengers were a pain in the ass before, but this time, they've taken it to a whole level!"

Suddenly, Maria received another surprise when Baron Zemo, this time wearing a purple mask with a gold crown and wearing a black jump suit, walked into the bridge and stood right behind her. "A fact I know all to well, Agent Hill," he said calmly, and causing Maria to turn around and face him. "But the game is not over yet." Zemo then looked down to address another nearby agent, this time a Caucasian man with brown hair. "Who is fighting next?"

The agent looked at his monitor, and types on his keyboard to bring up the tournament brackets. "Agent Yelena Belova, sir. She's set to take on Ms. Marvel."

Hearing this only made Maria's stress increase as she shook her head in disbelief. "Great, just what we need, another mismatch," she said not too pleased, knowing that while Yelena was a well trained spy, she knew she had no chance against a super powered being like Ms. Marvel."

Zemo, however, only chuckled at that comment. "Fear not, Agent Hill," said the Baron in a confident tone. "Like the rest of her fellow Thunderbolts, Yelena is also 'well equipped' for such a situation. And just like she did with the original Black Widow, she will make short work of Ms. Danvers."


	12. Chapter 12

**16TH FINALS: MS. MARVEL VS. YELENA BELOVA**

The victorious Luke Cage soon transported back to the Garden, and just like his teammates before him, received a mixture of cheers and boos from the audience. Luke ignored them, however, for not only did he not care about other peoples perception of him, he was primarily focused on one person: The Iron Patriot, the armored man who he knew is holding his friends, Iron Fist and Ant-man, prisoner. As such, he gave the Patriot a hateful glare, wanting to brutally beat the life out of him in front of the crowd, as well as the people watching around the world. It wasn't until the Hero for Hire felt something strong grab and shake his arm.

It was that of Ms. Marvel, whose match was coming up next and she had to get Luke away from the pad so she could not only she and her opponent leave for another part of the world to fight, but also to prevent him from letting his anger towards Patriot get to him. "Luke! Luke!" she said firmly, finally getting the Hero fore Hire to look at her. "Listen, I know you want to pound Osborn and his patsies into paste, but not here! Right now, just head back to the others and save your energy for your next match! Besides, seeing you mad and losing focus is exactly what Osborn wants, you need to keep your cool!"

Though Luke hated to admit it, he knew that Ms. Marvel had a point, at least in regards to Osborn trying to 'get in his head'. As such, he answered the Warbird in the form of a reluctant nod, then stepped off the pad walked over to the corner to rejoin the rest of his teammates.

As for Ms. Marvel herself, she soon stepped on top of the teleportation pad and looked eyes with her upcoming opponent in the Thunderbolts' corner.

That opponent being Yelena Belova, who gives Ms. Marvel a cocky smirk as she adjusted her gloves. "Well boys, if you'll excuse me," she told her teammates. "I need to show Ms. Air Force over there what happens when she goes up against the World's TRUE deadliest spy." With that confidence, Yelena strolled past her fellow Thunderbolts and finally arrived at the teleportation pads, where the ever serious Ms. Marvel was waiting.

Back on stage, the announcer, despite still feeling some stress from intensity of the previous fights, sill pushed on by smiling for the crowd and acting excited as he addressed them. "All right folks, let's keep things rolling with the Avengers' blonde haired bombshell, Ms. Marvel, taking on the Thunderbolts' Black Widow, Ms. Yelena Belova!" With the crowd roaring with approval, the teleportation pads activate and within seconds, both Ms. Marvel and Yelena are transported to their battle zone.

In the Avengers corner, both Spidey watched Luke standing near the stairway leading off to the stage, still fuming that his friends, Fist and Ant-Man, were still being held prisoner in the S.H.I.E.L.D. Helocarrier, and he, at least for the time being, was powerless to do anything about it.

Something that did make Spidey grow concerned for the Power Man, but at the same time, a little nervous to approach him. _"Man, as much as I want to check on Luke, I'm afraid he'll snap me like a twig,"_ thought the Web-Head. _"Still, can't say I blame him though. With Fist and Ant-Man now being held by the Gobby controlled S.H.I.E.L.D., I'd be feeling mad too."_ Moments later, Spidey soon turned to the Thunderbolts corner and spotted the Scarlet Spider, who by this time appeared to be conversing with the Patriot, which caused him to let out a saddened sigh. _"And I'm no stranger to feeling powerless to help my friends too. Except in my case, my best friend is a prisoner in a different."_

Meanwhile, in the large desert landscape that was the Australian Outback, both Ms. Marvel and Yelena arrived on to specially built teleportation pads that were built right in front of the Uluru. Upon the female combatants arrival, the Ref Bot soon floated down to greet them. "Ladies, welcome to the Australian Outback," said the announcer via the Ref Bot's screen. "The perfect place for you to cut loose and go all out in your match.

Ms. Marvel appeared to be not to keen on her current situation. It's not that she minded Australia, after all, her years as an Air Force pilot brought to visit it a few times and she enjoyed the continent and its people. But what bothered the fact she had powers, where as Yelena, despite being a fierce fighter, did not. "Yeah well, maybe for people like me," Ms. Marvel told the announcer, then turned to her blonde haired opponent. "But obviously not for you. Don't get me wrong, I'm not too crazy about you, but I have powers and you don't. So with that being said, sweetheart, I'm gonna give you one chance to do yourself a favor and give up while you still have a chance."

The ever confident Yelena placed her right hand on her hip as she went to respond...all the while secretly placing her thumb over a button sewed into her belt. "And miss proving why I'm the REAL Black Widow again? No chance. Besides, I think you're forgetting that I won my last match and who you're dealing with!"

Naturally, this display of arrogance did not sit too well Ms. Marvel, especially when Yelena reminded her how she beat Natasha by tricking her into disqualifying herself. "I know EXACTLY who I'm dealing with," replied the Warbird in a bitter tone, then got into a fighting stance. "But if you want to go through with this, fine! Just don't say that I didn't try to offer you an easy way out!"

The announcer could feel the intensity between these two women intensify, and and grew more nervous because of it. "W-Well then," said the announcer anxiously. "Now that we know that both of your are in this to the end..." The Ref bot wasted no time in giving the Ref Bot a mental command to fly up into the sky so he can get the match underway. "...BEGIN!"

Despite the intense hatred she felt towards Yelena, Ms. Marvel still decided to make this match mercifully short while using only the smallest amount of her powers. As such, she charged towards the Thunderbolts' 'Black Widow', then pulled her right fist back and threw a jab using only five percent of her strength, intending to destroy Yelena's belt buckle without literally breaking her in two.

However, while waiting for Ms. Marvel to come to her, Yelena pressed the sewn in button in her belt, which in turn, caused the seams in her jumpsuit to glow white. Then, just as Ms. Marvel came close enough and threw a straight right jab Yelena used both of her hands to catch the Warbird's fist. Then, in the strangest of occurances, the glowing white lights in Yelena's suit soon began to glow bright yellow as she touched the Avenger's Warbird's hand. Moments later, Yelena made her move by pulling her right fist back, then threw a fierce hook and nailed Ms. Marvel in the face, knocking the Avenger loopy. With Ms. Marvel disoriented, Yelena took advantage of this by throwing a left legged round kick, which successfully connected to the Warbird's head and sending flying back a few feet, then crashing down hard to the ground. "Well, score one for Warren for making and giving me this 'Adaptoid suit,'" said the smiling Yelena, then shrugged in displeasure upon hearing herself say the name of the suit she was wearing. "Yeah, I know, the name sucks," Yelena calmly walked towards the fallen Ms. Marvel, and as she approached her, used her right hand to grab a handful of her hair, and thanks to the suit's strength, she picked the Avenger up off the ground like a rag doll. "But hey, can't argue with the results." With that said, Yelena continued her assault by throwing a hard left cross to Ms. Marvel's face, and upon letting go of her hair, sent the Avenger flying backward. Her smirk now transformed into a sinister grin, Yelena soon gave chase by running and leaping towards the reeling Ms. Marvel with speeds equivalent to that of the Warbird herself. Upon catching up with her, Yelena went in for the kill by setting her sights on Ms. Marvel's belt buckle and threw a straight right punch to destroy it.

Fortunately for Ms. Marvel though, she spotted this attack and thus threw her right arm downward and managed to not only block Yelena's punch, but also push her fist downward, forcing the Thunderbolt to turn around. Now facing Yelena's back, Ms. Marvel proceeded to fight back by grabbing the back of the blonde Thunderbolt's collar, then flipped over the spy's head and threw her forward, sending her flying down and rolling violently into the ground.

After rolling a third time, Yelena managed to get back up on her feet, and upon seeing Ms. Marvel speeding towards her, quickly got into a fighting stance.

At one point, Ms. Marvel stopped mid-air, then channeled her energy and willpower into both of her hands. Once she felt that they were properly charged, the blonde haired Avenger pointed both of her glowing fists at Yelena and fired a golden blast, aiming for the Thunderbolt's belt buckle.

However, Yelena easily spotted this, and avoided it by jumping and flipped backward, dodging the blast and causing it to hit the ground instead, creating a small dust cloud. Upon landing on her feet, the Thunderbolts' 'Black Widow' made her move by using her newly enhanced lower body strength to leap up into the air and towards Ms. Marvel herself. Once she was close enough, Yelena wrapped her legs around Ms. Marvel's head, then performed another backflip and in the process, dragged the Warbird into a somersault and sent her down hard into the ground.

After crashing into the Earth, a dazed Ms. Marvel briefly shook her head to regain focus into the fight. Luckily, she did so just in time as she soon spotted Yelena not only back on ground level, but running and going for a left legged front kick. This prompted Ms. Marvel to dash to the right side, avoiding Yelena's kick and causing the blonde haired spy to hit nothing but empty air. Afterwards, Ms. Marvel went on the offensive by channeling her energy into her left hand and fired a blast, only to miss when Yelena jumped and flipped in a corkscrew motion to the left side. Still keeping Yelena in her sights, the Warbird charged both of her hands this time and fired an even more powerful blast.

Yelena, on the other hand, saw this and avoided it by jump and flipping over the blast. Upon landing on her feet, the Thunderbolt once again utilized her new found strength by running towards the Warbird and going for a left legged knee striking, aiming for the Avengers belt buckle.

Luckily for Ms. Marvel though, she stopped this attack by using both her her hands to catch the spy's knee. However, the force of the attack is so strong, the impact caused the ground beneath the Avenger to crack. Nevertheless, Ms. Marvel pushed Yelena's knee downward, then spotted her throwing a right hook, thus causing the Warbird to hold up her right arm to block the punch, then responded by throwing a left hook.

Yelena, however, was just as quick to defend herself as she used her left arm to successfully block the Avenger's attack, then grabbed her entire left arm with both hands and gave the Warbird a judo shoulder throw, which thanks to the Adaptoid suit's strength enhancement, sent Ms. Marvel flying forward.

Though airborne, Ms. Marvel managed to control her fall by flipping forward and darting her feet into the ground, thus preventing her from rolling violently. As she levitated up and looked over her shoulder, she saw Yelena coming towards her again, and this time, throwing a left legged scissors kick. Acting fast, Ms. Marvel quickly spun around and used both hands to catch Yelena's foot, thus stopping the kick.

However, Yelena refused to let this stop her. For even though Ms. Marvel was holding her left foot...she still had another. As such, the Thunderbolt's spy decided to use this to her advantage by jumping up with her right leg and using it to deliver a hard round kick, which nailed Ms. Marvel in the head and sending her down to the ground hard. After the attack, Yelena managed to land safely in a crouching position, and soon spotted Ms. Marvel lying face first onto the ground, then slowly rolling on to her back in a daze. Seeing this as the opportunity to strike, Yelena jumped up high into the air and proceeded to dar both of her feet downward, intending to drill the heels in her boots into the dazed and confused Ms. Marvel's belt buckle to win the match.

Even while in her disoriented state, Ms. Marvel looked up to see Yelena about to stomp her feet into her gut, and saved herself by rolling to the right side, causing Yelena to ram her feet into the ground instead, making a crack in the process. After rolling on to her stomach, Ms. Marvel hopped back up on her feet, then turned to Yelena, who by now had turned around and gotten into a fighting stance. All in which caused Ms. Marvel to charge towards her with her right fist cocked back.

As for Yelena, she saw the Warbird coming her way and throwing a right hook, and thus held up her right hand to catch the Avenger's fist and stopping the punch. Afterwards, the smirking blonde fought back by throwing a left cross.

Ms. Marvel, however, noticed this and decided to take a page out of Yelena's book and used her open left hand to catch the fist. Moments later, she spotted Yelena throwing a left legged knee strike, and thus held up her right leg to successfully block the attack. Having had enough of this match, as well as the opponent she was facing, Ms. Marvel to throw a left knee strike at Yelena's belt buckle, intending to put an end to this fight.

However, Yelena anticipated this and thus held up her right knee to block the strike. Seconds later, both female fighters grabbed each other's shoulders and threw knee strikes at one another with their kneecaps connecting with such force, they made echoes throughout the Outback. This went on for less than a minute, until finally, it appeared that Ms. Marvel grow weaker and tired, and Yelena's suit glowed brighter and brighter. This caused Yelena to grin from ear to ear, as she could feel that victory was near and raveled in seeing Ms. Marvel go down I one knee. "Guess I forgot to mention," said Yelena with confidence in her voice. "The suit absorbs whatever energy you throw against me...and in turn, increasing the power I need to take you down! But hey, for what it's worth, you proved to be a pretty decent workout, despite the fact that a girl scout like Air Force pilot like you has nothing compared to a highly trained spy."

Though feeling drained, Ms. Marvel still chose not o give up to someone as arrogant as the Thunderbolt she was facing. "You don't say?" said the slightly weakened, but still determined Warbird. "Well...were you trained for things like this?!" Suddenly, Ms. Marvel leaned all the way back and for Natasha, her fellow Avengers, and her brothers and sisters in the Air Force, she rammed her forehead into the one spot on Yelena that was not covered by her energy absorbing suit: her nose, breaking it instantly and causing Yelena release Ms. Marvel and let her drop to the ground. Upon landing, Ms. Marvel noticed Yelena holding her now broken nose and stumbling backward...and leaving her belt buckle unprotected! And so, summoning and channeling all her remaining energy into her left hand, the blonde Avenger fired one last energy blast, and this time, made a direct hit on Yelena's belt buckle and destroyed it.

As expected, yellow energy began to consume the shocked and confused Yelena, until finally, she is left in a frozen state and fell to the ground.

Moments later, the Ref Bot , with the announcer's face present on it's screen, soon hovered down to the exhausted but victorious Ms. Marvel, who at this point was now in a kneeling position. "Here is your winner...MS. MARVEL!"

As she tried to catch her breath, Ms. Marvel heard the cheering Avengers vans via the Ref Bot's screen, and though she still maintained a more professional expression, she silently enjoyed and felt honored by the roaring and admiration of the crowd. As she finally stood back up on her feet, the Warbird briefly looked down at the now frozen Yelena and looked down at her with disgust. "Some 'Black Widow' you are."

**WINNER: MS. MARVEL**


	13. Chapter 13

**DISPLEASURE**

Inside his lab in New York, Miles angrily slammed his right fist on to his work table after seeing Yelena lose to Ms. Marvel. "Are these idiots actually TRYING to discredit me in front of Osborn?!"

Back in the S.H.I.E.L.D. Helocarrior, Zemo, as well as the rest of the agents on the main bridge, all saw Yelena lose her match, leading to Zemo himself of shake his head in displeasure. "Such a disappointment, that girl," said Zemo. "Even after given Warren's special suit, she still fails us."

Maria, just as annoyed at Yelena's failure, soon spoke up. "Makes me wonder who was in charge of H.Y.D.R.A.'s recruiting if she made it as their double agent."

"Indeed," Zemo replied, still looking at the large screen as it showed the frozen Yelena vanishing from sight,, no doubt being transported to the Helocarrior. However, what he saw next on the screen actually made him chuckle a little. "But thankfully, our next fight shall prove to be more promising." On the screen, the imaged changed from the Outback to that of two pictures of Thor and the Iron Patriot, as well as the words 'Up Next' at the bottom. Something in which sparked intrigued within Zemo. _"All right, Osborn,"_ he thought. _"You have tools necessary to deal with the Thunder God. Do not follow poor Yelena's example by failing me!"_


	14. Chapter 14

**16TH FINALS: THOR VS. IRON PATRIOT**

Much like her teammates, Ms. Marvel arrived back in the Garden with both the admiration of the Avengers fans and the disdain from the Thunderbolts' fans. And while she did appreciate the fans who cheered her, what Ms. Ms. Marvel really wanted was to get back to her teammates, the people that she had now come to know as family and was trying to help save. And as she stepped off the teleportation pad and walked over to the Avengers corner, she soon regained that wholesome feeling when she spotted her best friend, the Wasp, as well as the new 'recruit' Spidey, already walking over to congratulate her, with the rest of the remaining Avengers not far behind.

Over in the Thunderbolts' corner, however, things were not so positive. For now, following Yelena's loss, the team now found themselves in a bit of a losing streak, and the next in their ranks to try and break this streak was that of their leader, the Iron Patriot himself. However, the Patriot's teammates still seemed a bit worried, for they, as well as everyone else in the building, knew that his upcoming opponent was Thor, not only one of the Avengers most powerful members, but was the Norse God of Thunder. While fighting a god would frighten any normal man, that was not the case for the Patriot. For he appeared to be cool, calm and collected as he pressed a few buttons on his gauntlet to increase the power of his repulsor blasts in preparation for his match. "Well then," said the nonchalant Patriot. "Looks like it's once again up to me bring this team out of the rut."

While the Scarlet Spider looked up to his armored father with admiration, Surge remain skeptical. "Against a Thunder God? I'd like to see you pull that off."

Despite Surge's doubt, the Patriot remained focused at the task at hand, as well as confident on how he can beat his opponent, god or not. "Well then, Surge. Watch and learn." After completing the settings to his repulsors, the Patriot made his way to the teleporation pad, accompanied by the cheering of the Thunderbolts' fans, to which he secretly labeled his 'sheep'.

Back in the Avengers' corner, Thor is seen placing his left hand on Ms. Marvel's shoulder as he went to congratulate her. "You fought well, Lady Marvel," said the proud Thunder God, then turned to see the Patriot stepping on to the teleportation pad and glared at him as he held Mjolnir in his right hand. "But now, it is my turn to gain us victory, and I shall do so by besting the leader of these cads!"

Though Ms. Marvel found Thor's over to top demeanor sillier then ever, she still believed him when he said he could take the Patriot down, and thus gave him a nod. "Give him hell, Big Guy!"

The smiling Thor gave Ms. Marvel a nod in reply, and with his hammer still hand, he proceeded to walk over to the teleportation pad.

Spidey, like the rest of the Avengers, watched Thor walk off to have his match, and while the rest of the Avengers were used to how Thor spoke and carried himself, the Web-Head still found his demeanor a little off putting. _"Geez, and I thought Beck was melodramatic,"_ he thought, then as he watched Thor step on to the pad, he soon noticed the Patriot, and his expression behind his mask turn to that of an angry one. _"Still, if anybody has a good chance of beating the crap out of Osborn, even with whatever sick plan he has in mind to win, it's Thor...I hope."_

Finally, with both combatants on the pad, the announcer once again took center stage to address the crowd. "All right folks, we are now officially in the last two matches of the sixteenth finals! So let's go ahead and get our next match up under way, in which we have the Thunderbolts armored leader, the Iron Patriot, going up against the Avengers fighting God Thunder, Thor!"

With the crowd now cheering louder than ever, the teleportation pads activate and soon transport Thor and the Patriot out of the building...

...and over to the specially built steel walkway in the Los Glaciares National Park in Agrentina, one that was leading into the Petrito Moreno Glacier. Upon their arrival, both Thor and the Patriot are greeted by the Ref Bot, with the announcer's face ever present on the monitor. "Welcome to Argentina, gentlemen," said the announcer, seeming a bit uneasy. "I trust you both know not to go 'over board' in your match."

Though Thor was not quite familiar with the modern slang, he did understand what the announcer was implying and nodded while still giving the Patriot a death stare. "Aye, you need not worry about me, though I cannot say the same for this vile cur! Either way, it matters not, for I shall put thou treacherous actions to an end!"

The Patriot, however, remained unphased by Thor's threat. "Oh, I'm shaking in my armor," he said sarcastically, then turned to the Ref Bot's screen to address the announcer, all while still keeping a cold expression behind his faceplate. "But I assure you and the people watching that I plan to keep things civil when I win this match."

Already sensing the tension, the announcer let out a timid gulp as he mentally commanded the Ref Bot to fly up into the air. "W-well then," said the announcer, trying to sound optimistic. "Without further adieu...BEGIN!"

Upon hearing those words, the Patriot instantly powered up his repulser gauntlets and stood in a readied stance. "All right, Blondie, Impress me!"

This snarky comment from the now battle ready Patriot caused Thor to smirk, as he relished the fact that he now has the chance to humble someone as callous as his armored opponent. "As you wish," With that said, Thor held Mjolnir over his head, concentrated and caused clouds form and loud thunder could be heard throughout the area. Then, at that moment, lightning struck Thor's hammer, and once the Thunder God felt he had enough power, he pointed the charged Mjolnir at the Patriot and fired a lightning blast, aiming for the Thunderbolt's chest plate as oppose to his belt-in buckle, all to give him a taste of whom he's now dealing with.

Strangely enough though, the Patriot took the blast at full force, allowing the lightning to hit his chest, and seemingly absorbed the blast into the star shaped arc reactor until it disappeared, leaving Thor completely dumbfounded.

Inside the Patriot's helmet, the Thunderbolt looked at his eye lens and aw a meter that read four hundred, as well as hearing a male robotic voice. "POWER LEVEL RESERVES ARE NOW AT FOUR HUNDRED PERCENT CAPACITY."

With an evil green behind his faceplate, the fully charged Patriot turned his attention to the still confused Thor. "Not bad," said the armored leader of the Thunderbolts. "But let me show you what a REAL energy blast is suppose to be!" With that said, the Patriot locked his sights at the Thunder God and fired a massive blast out of the star on his chestplate, which made a direct hit on Thor and actually sent him flying backward.

Though Thor was naturally surprised by this maneuver, he still managed to perform a back-flip and landed on his feet, albeit sliding the floor and stopping just inches from the edge of the platform. Moments later, Thor charged towards the Patriot once again, angrier than ever and more determined to make him pay for what he and his fellow Thunderbolts have done to his friends.

Seeing the angry Thunder God coming his way at full force, the Patriot attempted to stop him by holding up both of his hands and fired two repulsor blasts out of desperation.

Thor, on the other hand, deflected the blasts by using his hammer to swat them away like they were flies. Finally, once he and the Patriot were literally face to face, Thor threw a backhanded hammer strike at the armored Thunderbolt's helmeted head, sending him flying to the right side, up into the air and over the glacier itself. With the Thunderbolt now airborne, Thor gave chase by twirling Mjolnir, then hurling it upward to the right while still holding on to the strap, which sent him up into the air and straight towards the Patriot himself.

However, the Patriot was quick to recover by flipping backward and mentally activating the thrusts behind his shoulders to stop himself, as well as using his jet boots to hover in the air. Afterwards, he stets his sights on the approaching Thor, then held up his left hand and fired a repulsor blast, hitting Thor in the face.

While it did no real damage to him, it still stunned Thor enough to make him fall from the sky, while in the process, making him release Mjolnir as he fell and crashed into the glacier below.

Upon seeing the Thunder God land hard on the ice below, the Patriot made his move by diving down towards the fallen Thor, with speed similar to that of a falling comet.

On the glacier, Thor is sitting up and shaking the cobwebs out of his head as he noticed a shadow being cast over him. This prompted him to look up and see the Patriot coming down towards him, and what was worse, firing more repulsor blasts. this caused Thor to instinctively roll over to the right side, dodging the blasts just in time, and allowing the Thunder God to pop back up on his feet. Upon standing up, Thor watched as the Patriot stopped himself from crashing by throwing his feet downward and keeping himself hovering just inches away from the glacier, all which gave Thor the opportunity to run in and jump straight towards the armored Thunderbolt himself.

However, the Patriot noticed this and thus held up his hands to grab Thor by his shoulders once he came close enough, then tossed him over to the left side, causing the Avenger to land on the icey surface spine first. Moments later, he cocked his right fist back, then zoomed towards Thor and threw a straight punch, aiming for the Thunder God's belt buckle.

Fortunately for Thor though, he saw this coming and rolled to the right side, causing the Patriot to ram his steel plated fist into the ice instead.

Even in missing his target, the Patriot remained on alert, especially when he saw thought the corner of his right eye that Thor was back up and running towards him. This in turn caused the Patriot to pull his right fist out of the ice and in the process, go for a right rising back-fist, to which Thor spotted and leaned back to avoid. However, this failed counter attack did not stop the Thunderbolt, for once he was standing up straight, he went for a left hook.

Fortunately for Thor though, he spotted his attack coming and thus used his left hand to catch the Patriot's wrist and stop the punch.

Despite this, the Patriot still kept pressing on as he then went for a right cross, only for Thor to catch that fist as well.

With the armored Thunderbolt's hands now in his grasps, Thor utilized a small measure of his godly strength by squeezing the Thunderbolt's gauntlets.

Even with the alarms going off in his helmet, the Patriot knew he was in trouble and out of desperation, used his right hand to fire a repulser blast into Thor's face, which stunned the Thunder God enough to leg go of him. Afterwards, the Patriot used his left hand to grab Thor by his collar, then pulled him in and gave him a right hook to the jaw. Now having Thor up against the ropes, the Patriot continued his assault by going for a left hook.

Luckily, Thor is quick enough to recover and thus held up his left arm and successfully blocked the punch. He then counter attack by delivering a massive headbutt to the Patriot's faceplate, which was strong enough to send the Thunderbolt flying backward.

This did not put the Patriot down for the count, however, for he managed to save himself by rolling backward and ending back up on his feet. Now recovered, and not wanting to give Thor an opportunity to attack, the Patriot powered up his jet boots, flew over to his lightning shooting opponent and threw a right hook.

Thor easily spotted this and quickly held up his right arm to block the blow, then noticed the Patriot going for a left uppercut, and thus leaned back to avoid the punch. Moments later, Thor went on the offensive by using his left fist to deliver a hook into into the Patriot's left side, leaving a dent in his armor and forcing him to bend down slightly to that side. Now in control, Thor grabbed the Patriot's shoulders, and used his great strength to lift him up over his head and slam the Thunderbolt back first into the ice, with impact so strong, it cracked the ice itself. After standing up straight, and the the fallen Patriot's head right in between his feet, Thor decided to put this match to an end by turning and holding his right hand out at Mjolnir, which by now was miles away. With concentration, Mjolnir heard Thor's mental summons, and thus flew off of the ice, zoomed towards the Thunder God and ended up in his open palm. Now with his weapon once more, Thor held his hammer upward, then threw it down with the intent of destroying the Patriot's built-in belt buckle.

However, the Patriot saw this and saved himself from defeat by powering up his jet boots and repulsors and thus rocketed himself between Thor's legs, causing the Thunder God to end up smashing his hammer into the ice. This in turn caused Thor to pull his hammer back and turn around to see the Patriot now hovering in the air. The hovering Patriot then began charging his star-shaped arc reactor once more, seeing that it still had enough power from Thor's previous lightning blast. Once it was fully charged, the Patriot fired another blast from out of his chestplate, aiming for the stunned Avenger.

Thor, however, refused to be the armored Thunderbolt's target, and thus held up his hammer and fired a lightning blast of his own, which collided with the Patriot's blast. The two then engaged in an intense energy tug-of-war, until finally, Thor's blast was proving to be stronger and thus began pushing upward, overpowering the other blast and heading towards the Patriot himself.

Now seeing that his blast was outmatch, the Patriot ceased firing his blast and created an energy shield around his person. It wasn't long for Thor's blast to hit the shield, but upon impact, shattered it completely and sent the Patriot flying backward and eventually landing and crashing into the ice, creating a cloud of vapor.

Even though he shot the Patriot down, Thor knew the fight was far from over. And thus, he twirled his hammer once more and threw it upward keeping a tight grip on the strap and flew the direction where the Patriot crashed.

As for the Patriot himself, he struggled to sit up as his armor was now badly damaged, with dents everywhere and electricity sparking from his legs, arms, and even the back of his shoulders. He also appeared to have his right hand covering his belt buckle to protect it from breaking on impact, and once he pulled his hand back, he is relieved to see that it was still intact.

But the Thunderbolt's relief soon vanished, for a split second later, Thor arrived on the seen by landing with a loud bang, causing the glacier to crack once more and proceeded to walk towards the fallen Patriot. "My comrades say that you are a mad genius, villain," said Thor, sounding almost disappointed as he raised his hammer over his head. "Yet you seem not understand the difference between a man in a metal suit...and a god!"

However, even with his armor damaged and in no condition to carry on the fight, the Patriot still smiled in defiance behind his faceplate. "Well, I do know the difference between you and me, Asgardian," the Patriot retorted calmly, earning him a confused look from Thor. "You seem to rely on raw power and strength, where as I prefer...mind over muscle."

At that moment, Thor soon heard a small beeping noise coming from his collar, and as he briefly looked down, he saw that it was a small, blinking gold object in which the Patriot secretly placed on the Thunder God when the Thunderbolt grabbed him earlier. The object itself was activated via a voice command by the Patriot when he said the voice code 'mind over muscle', and at that moment, it soon transformed into a white collar, one in which resembled that of the collar that Baron Zemo once used on the Enchantress to have her bring the armies to Asgard to Earth. It wrapped around Thor's neck, and moments later, the Thunder God could feel his body stiffen and his mind go completely blank, as well as turn his eyes into a soulless white. Moments later, once it felt the body heat from Thor's neck, it quickly turned invisible so none the views could see it via the Ref Bot up above.

Now having Thor right where he wants him, the Patriot took advantage fighting himself back up and putting on a performance for the Ref Bot and the people watching all around the world, and decided to help sell it by mentally commanding his face plate to pull up and show the strained human face of Norman Osborn, bloody nose and all. "You may have damaged the suit, Thor," he said trying to sound as hurt as possible. "But you have not broken the man wearing it! And so help me, as long as I still draw breath, I will stand up to you and show the people of Earth what a REAL hero is! Something in which you and your fellow Avengers failed to do!"

Those words in Norman's speech were actually another sequence of words for Thor's collar, all which made the now mindless Avenger to say this. "Your brave words...have moved me, Iron Patriot. You have shown yourself...to be a man of great honor. So much so...I give...this victory...to you." With that said, Thor raised his hammer, and in a move that shocked everyone watching, including his fellow Avengers watching from the Garden, he swung it down and destroyed his own belt buckle, causing yellow energy to engulf the Thunder God and freeze him in place.

Back in the Garden, the Avengers, as well as their fans, couldn't believe what they just saw Thor do, and it was the Wasp herself who verbalized her and her teammates feelings loud enough for all in the Garden to hear. "THOR!"

Also shocked by these developments was that of Spidey, but as he looked at the screen, he soon narrowed his eyes at the battered Norman and narrowed his eyes at him, knowing full well that he somehow was behind Thor admitting of defeat. _"Gobby, what did you do?!"_

Back in Argentina, the battered but victorious Norman managed to stay on his feet long enough for the Ref Bot to hover over to him, with the announcer's confused face on the screen. "Uh, well folks," said the announcer. "Here is your winner...THE IRON PATRIOT!"

Norman turned and gave a small smile to the Ref Bot, and in turn, to the cheering Thunderbolt fans he can see on the screen. Moments later, he turned his attention to the frozen Thor one last time. _"I'd say you owe me a new suit of armor, but I assume that money means nothing you 'all might Gods!"_ he thought as he looked down at the defeated and motionless Avenger now at his feet. _"Well, at least you're out of the way. Now that just leaves me with the rest of your teammates to whom I can easily handle. Namely Stark...and a certain Wall-Crawler to whom I have have unfinished business with."_

**WINNER: IRON PATRIOT**


	15. Chapter 15

**TRADE UP**

In the teleportation room of the S.H.I.E.L.D. Helocarrier, Baron Zemo, as well as eight agents with a floating cart, were waiting for two people to arrive. Moments later, two flashes of light occurred on the pads, and the two guests they were waiting for, such as the frozen Thor and a battle damaged Norman Osborn, finally appeared. Five of the agents wasted no time in picking up the motionless Thor via metal gloves to protect them from the yellow energy that consumed the Thunder God and then picked him up, albeit some difficulty because of how much Thor actually weighed, then loaded him on to the cart.

As agents then quickly carted the Avenger out of the room, Zemo, along with the two remaining agents, approached Norman, looking up and down at his 'comrade's heavily damaged armor. "Well, Norman," said Zemo with a raised eyebrow. "You look like you've seen better days."

Norman ignored Zemo's comment and stepped off the pad, only to nearly tumble forward, causing the two other agents to catch him. As he was helped back up to his feet, Norman decided to 'take the load off' by saying this voice command. "Armor disengage. Voice code: Greene." Suddenly, the entire front of the armor opens up, allowing Norman, showing that he was wearing a skin tight body suit underneath, to step forward and out of his damaged, as well as now useless armor, which soon fell to pieces.

As the two agents began to pick up pieces of the discarded Iron Patriot armor, one of the agents, a brunette Caucasian woman, looked up to Norman, who by now was leaning his head from side to side to pop the cricks out of his neck. "We already have the other suit waiting for you sir," she told him,, trying to sound profession. "The one that has the specifications you requested."

"Good," Norman replied, sounding relieved but still cold and intimidating. "I've been meaning to trade up anyway."

Zemo briefly took a step back to allow the agents to carry what was left of Norman's armor before walking up to his and speaking to his partner. "I must admit, Norman, you've impressed me," he said calmly. "The way you used the new model of the control collar to defeat the Thunder God was a testament of true cunning. If I were till the leader of H.Y.D.R.A., I would offer you membership."

Norman kept his stone faced upon being told that, seeing it as an insult as both a businessman and a proud American. "I'm flattered," he replied flatly, with just a hint of sarcasm. "But back to business. Is Iron Man's opponent ready?"

"Of course," Zemo replied. "But given their history together, do you honestly think he can defeat Stark?"

Before answering with words, Norman gave somewhat of a small shrug. "Would be a nice surprise if he did, but it's doubtful," Norman replied honestly. "Still, it doesn't matter. His main job is to soften up Stark so I can take care of him...personally!"


	16. Chapter 16

**16TH FINALS: IRON MAN VS. ANONYMOUS**

Back in the Garden, the crowd, as well as the remaining Avengers and Thunderbolts, all wait in anticipation to hear the update on the Iron Patriot by the announcer, who by now has his left fingertip to his ear and listening to the people reporting behind the stage. Once he received his instructions, the announcer turned to the audience. "Ladies and gentlemen, I've just been informed that the Iron Patriot has been safely transported to the S.H.I.E.L.D. Helocarrier, and he is a little shaken up, but otherwise unharmed. However, his armor was severely damaged in the match, but fear not, he is currently getting 'spare' set of armor so he can continue can continue with the tournament. And speaking of which, it's time we find out who will be the Patriot's next opponent...in the eighth and final match of the thirty second finals!" This announcement caused the crowd, both Avengers and Thunderbolts fans alike, to let out an excited, almost deafening roar.

Back in the Avengers' corner, Iron Man was performing a few last minute diagnostics for his armor before his match. This in turn caused J.A.R.V.I.S. to give the Armored Avenger this report inside his helmet. _"DAMAGES ARE ONLY AT TWENTY-SIX PERCENT, SIR. HOWEVER, WHILE THEY ARE NOT SERIOUS, CAUTION IS STILL ADVISED."_

"Yeah, so you keep telling me," Iron Man replied, then turned his attention to Spidey, who seemed to be worried and thus decided to put the young man's fears to rest by keeping up with his confident playboy persona. "Well kid, you saw how Osborn used one of my armors in battle," said the Shell head in a positive tone. "Now you get to see battle armor is used properly in the hands of a pro."

Spidey smiled behind his mask, admiring Iron Man's confidence as well as his positive nature, no matter what the situation. Personality traits he always admired about the Golden Avenger, aside of his scientific genius. "Hey, no argument here."

However, this also caused a very serious Ms. Marvel to share her opinion as well, finding the Shell-Head's seemingly over-confidence troubling. "Happy that you're happy, kid," she told the Web-Head will still narrowing her brow at Iron Man. "But I'm hoping that your hero here will be smart enough to work safe for the sake of his team and will try not to be reckless."

Despite Ms. Marvel's justification in lecturing him about being careful, Iron Man still gave her a smirk behind his faceplate. "Where's the fun in that?" said the Shellhead, earning him an irritated glare from the Warbird.

Meanwhile, the announcer, still having the cheering crowd in his hand, soon walked the the Avengers and approached Iron Man himself. "Mr. Stark, are you ready?"

"On my way," Iron Man replied, and as he watched the announcer nod and walk over to the center of the stage, he turned his intention back to the annoyed Ms. Marvel. "Carol, trust me, I know I'm not going to help Clint and the others if I join them as a prisoner, so I will be careful. Besides, if I can handle gods and planet eating aliens, I know I can handle whatever goon Osborn picked to try and take me down. So relax." After reassuring Ms. Marvel, will little to no success, Iron Man soon turned his attention to the rest of his teammates. "Don't wait up, Avengers. I'll be back." With that said, Iron Man turned and walked over the teleportation pad.

The announcer watched as Iron Man stepped on to the pad, then turned back to the crowd. "All right folks, let's not waste any time. Let's wrap up the sixteenth finals with the Invincible Iron Man taking on his mystery opponent!"

With that said, the teleportaion pad activate, and Iron Man vanished out of sight as he was transported an unknown location.

And as the crowd cheered with anticipation, the skeptic Ms. Marvel crossed her arms, still non to pleased with the Shell-Head's carefree attitude. "Would it kill Stark to take this just a little bit seriously?"

It was here that Wasp walked over to her concerned friend. "He does, Carol," she said in Iron Man's defense. "Take from someone who's worked with him a few times. Tony's just as worried as the rest of us, he just doesn't want to show it in front of us," As she continued, Wasp pointed her finger at the Thunderbolts, who were all looking at the screen to see who Osborn's pick to fight the Shell-Head. "And more importantly, not in front of them!"

Spidey remained silently, but he still agreed with the Wasp's comment. _"That's something I can definitely relate with,"_ thought the Web-Head. _"Especially if I'm dealing with a team of psychos."_ Spidey then looked up at the screen to see the fight, all the while feeling a little worried. _"Still, I do hope that Tony really is ready for whoever Norman's picked to fight him."_

Meanwhile, on the very top of Mount Elbrus in Russia, a large steel platform has been built by S.H.I.E.L.D. engineers, as proof by the S.H.I.E.L.D. symbol painted on its center. Moments later, there was a flash of light, and Iron Man arrived on the platform. Upon arrival, J.A.R.V.I.S. once again spoke up in his creator's helmet. " _WELL, IT WOULD SEEM THAT FATE HAS BROUGHT YOU BACK TO RUSSIA, SIR. I BELIEVE YOU WERE HERE NO MORE THAN A MONTH AGO."_

"Yeah, when I found out that Edmund Bulski of my Russian branch was secretly using my tech to make and sell weapons and I had him put behind bars." Iron Man replied, sound a little bit angry on how someone in his own company would use his resources to create weapons of mass destruction, something he vowed to never do again. "All which caused me to pay him a little visit and put him behind bars. "In fact, when I saw him, he already made himself armor and called himself Tita-" It was hear that Iron Man's eyes grew large with shock as he soon had this terrible thought enter his mind. "No way, Osborn's crazy, but there's no way he'd be that crazy to get him out of jail!"

Suddenly, the Ref Bot soon floated into view and hovered to Iron Man, with the announcer's smiling face on the screen. "Nice to see you've made it to Russia safely, Mr. Stark!" said the announcer enthusiastically. "And now, let's reveal the identity of your mystery opponent!"

At first, all was quiet, something in which hyped the anticipation for the crowd as they waited for the mysterious new challenger. Until finally, everyone watching around the world, including Iron Man, saw what appeared to be a fiery object falling from the sky, which then landed on the platform with a loud, thunderous bang. As the smoke cleared, the object, as well as Iron Man's opponent, is revealed to be:

TITANIUM MAN: (a large, green plated armored man with glowing yellow eyes that stood at eight feet, nine inches tall and looked like he weighed half a ton. He also showed a specially built buckle in his waist line, which showed to be Iron Man's one chance at beating this tank of a man, but it looked like a slim chance.)

For Iron Man, seeing this fearsome armor, one that was being worn by his corrupted former employee, Edmund Bulski, it caused him to let out an irritated sigh, knowing that this fight proved to be more difficult than he thought. _"Never thought I'd say this, but I wish I was wrong right now."_

In the states, the announcer soon took this opportunity to introduce the green plated giant to a stunned crowd. "Ladies and gentlemen, I igve to you Iron Man's opponent and honorary Thunderbolt...TITANIUM MAN!"

Back in Russia, Titanium Man looked down at Iron Man and chuckled in delight. "Previet, Mr. Stark," he said in a booming Russian accent, then pounded his fists together as a form of intimidation. "I believe you and I have, what you Americans say, unfinished business."

"Wow, I can barely contain myself," Iron replied sarcastically as charged up his repulsors gauntlets.

As for the announcer, he saw this as a sign to get the match started, and thus mentally commanded to Ref Bot to fly up into the air. "All right gentlemen, let's close the sixteenth finals with a bang! BEGIN!"

With the match officially underway, Titanium Man started things off by holding up both of his open palms. "And now, feel the raw power of your superior!" yelled the armored giant as he fired two concussive blasts at the Armor Avenger.

Iron Man spotted this, however, and thus mentally activated his jet boots to launch himself into the air and narrowly avoid the blasts. Once saving himself, the hovering Shellhead looked down at Titanium Man. "Congrats Bulski, you set a new record by being the one trillionth guy to tell me that!" With that quip, he pointed both of his hands down and fired two repulsor blast of his own at his giant opponent, aiming for his faceplate to try and stun him.

Titanium Man, on the other hand, successfully defended himself by holding up his arms up in an 'X' fashion to block the blast. Moments later, the armored giant retaliated by secretly pressing a button in his left gauntlet, and as he puts his arms down, what appeared to be a rocket launcher popped out of his left shoulder, and seconds later, fired a missile.

Naturally, the airborne Iron Man saw this coming and easily avoided it by moving to the left side, allowing it to zoom right by. However, the missile surprisingly turned around and flew straight towards Iron Man's back, revealing itself to be a heat seeker.

Fortunately for the Shellhead though, there was a hidden camera located behind his collar, allowing J.A.R.V.I.S. to see missile coming. _"BEHIND YOU, SIR."_

Heeding his A.I.'s words, Iron Man looked over his right shoulder to see the missile, then spun around, held up his right hand and fired a repulsor blast, destroying missile. Afterwards, the Shellhead himself let out an impressed scoff. "Heading seeking missiles? Really? Is that really the best you-" Suddenly, Iron Man felt a strange force pulling him downward, and as he looked down to see what it was, he haw saw Titanium Man holding up his right hand, which had a built-in magnetic generator. It wasn't long before the stunned Golden Avenger found himself in his giant opponent's open palm and in his grasp. "Okay, that's pretty clever."

"Nice of you to notice," replied Titanium Man, smirking behind his faceplate. Moments later, he held Iron Man over his head and proceeded to slam him face first into the platform.

Titanium Man seemed to take pleasure in hearing Iron Man's pain-filled voice as he continued to pin him down. "Does it hurt, Stark?" he asked the Shellhead with a smirk, then soon remembered their last battle, and his happiness soon turned into anger. "Well, believe it or not, the pain you feel is nothing compared to what you did to me! You embarrassed me in front of Mother Russia! Then for one month, one of my life, I rotted in a prison cell instead of attaining the power that I have worked so hard and long for!" With rage in his eyes, as well as still having a magnetic grip, Titanium Man lifted Iron Man off the platform and over head to slam him once again. "Well, today I take back the glory and power you took from me, and as a bonus, I will do so by humiliating and breaking you in front of the world!"

As Titanium Man raveled in his thirst for revenge, he was unaware that Iron Man was regaining consciousness, and thus was able to think of a desperate plan for escape. "I so do not want to slammed like rag doll again." said the Armored Avenger. "J.A.R.V.I.S., I'm thinking now is the time to try out Project E.B.G."

 _"VERY WELL, SIR,"_ said J.A.R.V.I.S. GRANTED IT HASN'T BEEN TESTED YET, BUT I KNOW, 'RUN BEFORE YOU WALK'," With that said, J.A.R.V.I.S. activated the E.B.G., which stood for Electric Burst Generator, in his creator's armor. Sure enough, Iron Man briefly glowed, until finally, an electric forcefield bursts from his armor, which was not only powerful enough to short out Titanium Man's magnetic gauntlet, but also stunned him enough to make him stumble backward. Now free, and with the electric field gone, Iron Man powered on his jet boots and rocket away from the staggering behemoth, then made a U-turn and flew back towards him at full speed. Afterwards, the Armored Avenger pulled his left right fist back, and once he was close enough, delivered a hard right hook to Titanium Man's face plate.

Sadly, much to Iron Man's disappointment, the punch did absolutely nothing to Titanium Man, who actually laughed as he turned to the now surprised Iron Man. "Was that your best?!"

A sight which left Iron Man himself now worried. _"Well, this is no better!"_ thought the Shellhead, then noticed Titanium Man pulling his left fist back and going for a stiff jab, causing the Golden Avenger to act by pulling his legs upward to dodge the punch, saving his belt buckle from being destroyed. As such, Iron Man decided to fight back by taking a page out of Spidey's book by placing his feet on top of Titanium Man's fist and use it as a boost to jump up and flip right over his giant opponent's head. Moments later, Iron Man placed both of his feet on the back of Titanium Man's head, then activated his jet boots which not only caused him to rocket off, but also caused Titanium Man to stumble forward. Not wanting to stop there, the airborne Iron Man quickly turned around to fly straight towards the still stumbling giant once more, only this time, he flew in low, and with his right fist, punched the back of Titanium Man's left knee, causing him to fall back first onto platform floor and finally getting the big man off of his feet. Now in control, Iron Man flew straight up into the air, then stopped to look down at his fallen opponent, pointed both of his hands down and fired two repulsor blast, aiming for Titanium Man's belt buckle in hopes of finishing this.

Unfortunately for the Golden Avenger though, Titanium Man saw this even while on his back, and thus held his left arm up and fired a massive repulsor blast of his own, which collided with Iron Man's blasts and thus the two armored men began an 'tug of war' of sorts by trying to push their blast forward and over power the other. And even with one hand, Titanium Man was proving to be the stronger of the two, for he was able to stand up on his feet while still firing his blast, and before long, it started to over power the other blast and began moving straight towards the Shellhead himself!

Despite his best efforts, Iron Man's just could push the incoming blast back, and was soon forced to deactivate his repulsors and move back and allow the blast to shoot straight up into the air. As he looked up into the sky to watch the blast dissipate, Iron Man was exhausted, both from the damage of his own armor, and in the physical aspect of his body underneath. Nevertheless, he still was determined to win this match, but needed to the know the status of his suit before he could continue. "J.A.R.V.I.S., give me a status update."

" _POWER RESERVES ARE NOW AT THIRTY FIVE PERCENT, SIR_ replied J.A.R.V.I.S. _"MAINLY DUE TO USING THE ELECTRIC PULSE GENERATOR, WHICH WILL NOW BE IMPOSSIBLE TO USE AT THIS LEVEL. AS WELL AS THE UNI-BEAM."_

This news caused Iron Man to groan in aggravation, and even forcing him to admit that Ms. Marvel might've been right after all. "Terrific," said the Shellhead, not sounding to pleased. "Then it looks like I'll just have to use the one thing that's help me save the world as well as my own skin: my brain. Bright side, the E.B.G. must've shorted out Bulski's magnet hand, which means all he has left is..." As he looked down, Iron Man is shocked to see Titanium Man is now flying thanks to his rocket boots and coming up towards him like a rocket. "Rocket boots..." Iron Man said to himself, the saw Titanium Man going for a right uppercut and quickly moved to the left side to avoid it. But even in dodging that blast, the Armored Avenger soon found he was not out of the woods yet, for he soon spotted Titanium Man stop himself, then as he turned to face him, popped out his rocket launcher again and fired another missile at him. "And a rocket launcher!" uttered the Shell-head, who then flew up high to avoid getting blasted out of the sky, but just like before, the missile was a heat seeker and soon followed Iron Man up into the sky.

Titanium Man just hovered there and crossed his arms as he watched with evil glee at Iron Man trying his hardest to shake off the missile but to no avail. "Give up, Stark!" he called out. "That missile will follow you to the ends of the Earth! And to think, it was making these weapons that brought you the fame you fame you were born into! Quite funny how your past has come back to haunt you, isn't it?"

Upon hearing the gloating Titanium mention the words 'comes back', Iron Man soon gets an idea of how he can use the missile hot on his trail to his advantage. As such, he quickly turned around and zoomed straight towards Titanium Man, with the missile still following him.

As for Titanium Man himself, he only laughed as he watched Iron Man coming towards him, instantly recognizing his tactic in maneuvering the missile in hitting the shooter. "You disappoint me, Stark," said the laughing Titanium Man as he charged up his left repulsor to fire a blast of his own. "You really think that old trick will work on..."

Suddenly, Iron Man used his right hand to quickly fire a repulsor blast at Titanium Man's faceplate, which caused the surprised armored giant to hold up both hands and block the blast. However, this moved proved to only be a distraction, for now he tricked Titanium Man into using hands to protected his face...instead of using them to protect his belt buckle. And so, once he was inches away from his green plated opponent, Iron Man pulled up, and in the process, caused the missile to hit Titanium Man's buckle instead.

As expected, yellowed energy soon consumed Titanium Man's massive body froze him in a contorted expression. "NOOOOOOOO!" he yelled as his now frozen body falls from the sky and landing hard on the platform below.

The now victorious Iron Man flew down and landed safely beside his now motionless opponent, and seconds later, the Ref Bot floats right beside the Shellhead with the announcer's smiling voice on the screen. "Ladies and gentlemen," said the elated announcer. "Here is your winner...Iron Man."

Iron Man continued to look down at his fallen enemy with contempt. "I hope you missed your friends in prison, pal," said Iron Man. "Because you're now on your way to seeing them again." Though he was glad that this fight was over, Iron Man knew that the true fight was just on the horizon. As such, he looked back at the Ref Bot's screen, where thanks to his faceplate covering his face, the cheering people in the Garden thought he was looking at them, but in reality, he was really looking for Osborn, who at this point, had not yet returned to the arena. Still, he allowed the Ref Bot's built-in camera to record him, as he knew that Osborn must still be watching from the S.H.I.E.L.D. Helocarrier. _"And Osborn, don't get too comfortable in S.H.I.E.L.D.'s little flying tree house. Because when I get to you, you're going to be just like Bulski...out of armor and into a orange prison jumpsuit!"_

**WINNER: IRON MAN**


	17. Chapter 17

**HALF-TIME**

The Garden is filled with a mixture of cheers and boos from the massive crowd after seeing Iron Man with the last match of the sixteenth finals. One one hand, the Avengers fans were happy to see the Golden Avenger victorious, while the fans rooting for the Thunderbolts were irate because they though for sure that the Shellhead's bigger, badder opponent, Titanium Man, would handle him no problem, but alas, were proven wrong.

But as the crowd gave their mixed reaction, the announcer came center stage with his right hand on his ear piece, as if receiving more instructions. As such, then then turns his attention back to the crowd. "All right folks, I've received word that Mr. Stark will not be teleporting here, mainly because he said he needed to switch armors because his current one is damaged! However, he said will not be quitting the tournament, and will be back stronger than ever! And it's a good thing too! Because The sixteen finals have now officially come to a close, and we can expect to see even more action as we gear up for...THE QUARTER FINALS!" This announcement earned a loud roar from the audience, all of whom were eager to see the next match up. Once he was pleased to see the audience riled up, the announcer held up his hand to get their attention. "But before we get to the action, we're going to have to take a short break and allow both teams to rest and recuperate. But fear not folks, we have no intention of having you get bored. For as the Avengers and Thunderbolts recharge their batteries, we can enjoy our half-time entertainment!"

Over in the Avengers' corner, the Avengers themselves looked on in complete bewilderment. But no more so than Spidey, who appeared to be completely dumbfounded. "So, the battle between two super powered teams gets a half-time show?" asked the Web-Head, sounding offended. "Great, nothing like capping off the image of seeing super heroes pound each other's brains in," as he continued, Spidey looked down at the slash marks on his chest. "Including a certain Web-Head nearly getting slashed to ribbons, than live music and dancing!"

Ms. Marvel rolled her eyes in annoyance upon hearing Spidey's words and thus walked over to him. "Chill, bug boy," she told him sternly. "True, this whole half-time show is a bad joke, but we do need to regroup. So, might as well use this chance to rest up while we still can." Just as the Warbird said that, she, as well as the rest of the Avengers all hear the familiar ringing sound of their Avengers ID cards, which prompted all of them to pull them out and see who was calling.

It turns out to be Iron Man, with the face of Tony Stark being the image that appeared on the team's I.D. cards, and was calling from inside his armor, which despite the damages, he was using it to fly overseas back to America. "Avengers, I'm seeing the whole tournament going into half time through the satellite feed in my armor. Use this time to head back to the mansion."

Naturally, this kind of order from Iron Man confused the Avengers present, and it is Luke Cage who voices what he and his teammates are thinking. "Really, Stark? Don't you think that Osborn is going to expect that? For all we know, he might have your place wire tapped so he can see and hear what we're doing."

"Don't worry, Cage, I've got that covered." Iron Man replied calmly. "Now go, I'll meet you all there."

Though still initially confused, the Avengers knew that deep down, Iron Man always pulled through, being in previous battles and in winning his match with Titanium Man. All leading to them thinking that this course of action was probably for the best. And so, it is Ms. Marvel, albeit reluctantly, who replied to Tony's order. "Roger that, Stark, we're on our way. "

Spidey, however, seemed to be a little defensive about this decision. It wasn't that he didn't trust Tony, it's just that part of him didn't want to let the Scarlet Spider out of his sight. But just as he could look at his friend one final time, the Web-Head is surprised to see that both the Scarlet Spider and Surge are now gone and nowhere to be seen, and in their place was that of a smoking pad, which made the Wall-Crawler suspect that they must've used it to transport themselves out of the arena.

And it was here that Wasp noticed Spidey's stunned expression and thus caused her to walk up and put a concerned hand on his shoulder. "Hey, Web-Head? You okay?"

Spidey was startled when he felt Wasp's touch. "Huh?" the Web-Head answered back confused, and as he looked back at forth between Wasp and the place where the Scarlet Spider, was until he finally collected himself, and let out a small sigh of sadness. "Yeah, yeah, I'm fine."

Wasp knew all too well that Spidey was saddened that his friend was nowhere to be found, sympathized with him. "Hey, Harry's probably going somewhere to rest up, Pete," she told him as gently as possible. "Which is what we need to ourselves. Trust me, you'll have a better chance of saving him if you're fully rested."

A discouraged Spidey knew that Wasp had a point, and reluctantly gave her a nod. "You're right, I'm right behind you," he told the female Avenger. "Besides, after all this craziness, I could use a nap."

Ms. Marvel heard the Web-Slinger's words, and though he shared his sentiment, she knew that he, as well as her and the rest of the team, still had a job to do. "Don't get too comfortable, Web-boy." she told him in a stern town, then she, Spidey and the rest of the Avengers all proceeded to walk over to the stairway leading off of the stage.

The announcer watched the Avengers all leave the stage, the announcer then turned his attention back to the crowd. "All right, New York, as both teams rest up for the Quarter Finals, let's give a warm welcome for today's half time entertainment...The IRON PATRIOTNETTES!" After giving those words, the announcer quickly ran off to the right side to exit the stage, all so he can allow pyro to go off and a large doorway to open on the center of that stage, and moments later, Moments later, dancing music soon plays, and all of the Iron Patriotnettes, a group of beautiful women in USA bikinis, walk on to the platform and began dancing, all while receiving applause from the audience, or more accurately, the warm blooded males in attendance.

Elsewhere, miles away from the States and in the clear skies, Iron Man is watching the Iron Patriotnettes dancing via the the satellite feed in his helmet, and was quite annoyed, seeing that Norman had stolen his idea for his female dancers, the Ironnettes. "Very cute, Norman," Iron Man said bitterly, then mentally commanded his armor to shut off the feed and continued to race back to New York.

Meanwhile, back in the S.H.I.E.L.D. Helocarrior, the Scarlet Spider and Surge just arrived at the bridge after arriving on to the ship via teleportation from the second, and secret, teleportation pad built in the Thunderbolts corner back in the Garden.

It was long before Baron Zemo walked over and welcomed the two remaining Thunderbolts, with his hands behind his back and appearing calm and collected as always. "Well done, gentlemen," he told them sounding please. "Unlike the rest of your fellow Thunderbolts, you have succeeded in winning your matches and bringing us a few steps closer to reaching our objective. There might be hope for you yet."

Surge just gave Zemo a skeptic look behind his mask, knowing that he was only half sincere.

As for the Scarlet Spider, he mentally commanded his 'mask' to crawl off of is head and stop at his neck, revealing the face of Harry Osborn, who at this point only sneered at Zemo. "Nice of you to notice," he told the former H.Y.D.R.A. leader, then looked around for the person he truly wanted to impress. "Where's Dad?"

Suddenly, as if on cue, Norman walked into the bridge, now wearing a newer, sleeker design of the Iron Patriot armor, minus his helmet. "Right here, son," he answered, causing Harry and the everyone in the room to turn and face him. "And as you can see, I'm ready to re-enter the competition." Before continuing, Normon turned his attention to Zemo. "Speaking of which, I trust the battle stations for the Quarter Finals are ready as well?"

"Of course," Zemo replied optimistically. "Thanks to the resources of S.H.I.E.L.D., you are not the only one who is prepared, Norman."

As Norman and the rest of the remaining Thunderbolts conversed on the main bridge, they, nor the agents, noticed that they were being watch. For in cyberspace, the digitized version of the Vision is watching them through one of the agents computer screens via a digital window. He appeared to look at Norman and the others with sheer disgust, knowing that they we're using dirty tricks to win, and it was those dirty tricks that imprisoned most of his teammates. Moments later, he waves his right hand to create more icons that patched into the Helocarrier's surveillance cameras and showed the images of Hawkeye, Wasp, and the rest of the captive Avengers in their cells, which saddened the digitized android greatly. "Stay strong, my friends," said Vision. "We are coming," With that said, the Vision waved his left which activated another icon that said 'sending data.' Meaning that he was now sending what files he found in the S.H.I.E.L.D. Helocarrier over to Tony Stark's personal database, all so he could not only help the Avengers that were locked up, but also help Iron Man and the rest of his teammates that were still free to win this tournament and stop Norman Osborn, and man to which viewed as someone who was just as hateful and twisted as Ultron...if not more so. 


	18. Chapter 18

**REGROUPING**

Meanwhile, back in their sports box back in the Garden, the previously tranquilized Victoria Hand began to stir and soon regained consciousness, albeit still woozy.

Victoria's awakening is noticed by Gwen's robotic duplicate, who she saw Victoria awaken completely, gave her a pleasant if somewhat unnatural smile. "Oh Ms. Hand, you're awake!" said the Gwen duplicate, sounding chipper.

"What?" asked the confused Victoria. "I've been asleep? For how long?"

"Through most of the sixteenth finals," replied the duplicate. "The half-time show is just starting."

At this point, Victoria felt embarrassed on how she, a former S.H.I.E.L.D. agent and now a government liaison to a team of superheroes 'fell asleep on the job. "Oh my, I'm sorry, Gwen. I didn't mean to doze off like that."

"Oh, it's no problem," said the Gwen duplicate, smile still present. "You seem like a busy woman, so you probably needed the rest. Besides, I'm having fun watching the tournament."

Seeing Gwen's sudden happy demeanor seemed to be off-putting for Victoria, for in the time she's gotten to know the girl, she seemed to be down and reclusive. "That's...good to know," Victoria replied with a returning smile, and as she watched the Gwen duplicate turn back to watch the show, Victoria gave her an unsure of her sudden change of behavior.

Meanwhile, back in the Avengers Mansion, both the REAL Gwen and Beast are standing in the main hallway after arriving via shrinking disc and were waiting for the Avengers to arrive, with Beast carrying a first-aid kit. Moments later,Spidey, Ms. Marvel and the rest of the remaining Avengers enter the hallway via a built-in secret door on the after arriving through the secret Quinjet hanger underneath the mansion.

Beast is the first to greet the team with a smile. "Welcome home, Avengers," said the furry X-Man, trying to sound positive.

As for Gwen, she immediately lock her eyes on Spidey, and with both happiness and worry, she cried out the Web-Head's real name. "Peter!" she exclaimed, then proceeded to run towards him.

Spidey, like the rest of the Avengers, was stunned to see Beast in the mansion, but upon hearing Gwen calling his name, he quickly turned and saw her running towards him. "Gwen?!" he asked surprised, happy to see Gwen's face again, but also confused as to how she and Beast got into the Avengers' HQ.

Moments later, Gwen finally arrived before Spidey and wrapped her arms around his upper body, hugging him happily though not as hard given his injuries from his match with Wolverine.

Meanwhile, a confused Ms. Marvel watched Beast walk towards Peter with his first-aid kit. "Dr. McCoy? How exactly did you get in here?"

"Well, through that small disc-like hovercraft you used to save young Ms. Stacy here," Beast replied. "Mr. Stark radioed Nick Fury and suggested I'd come here to help any of you that are injured."

Spidey took a moment to pull away from Gwen's embrace so he could address Beast. "Okay, but did you bring Gwen here?"

"To see you obviously, my body," Beast replied. "And to also volunteer her services in aiding me with any Avengers who are injured. She made quite a persuasive argument on me needing assistance."

Spidey could see Beast have a look of uneasiness as he gave this answer, causing him to not entirely buy his story. "She gave you 'The Look', didn't she?" he asked with a skeptic raised eyebrow behind his mask.

A discouraged Beast look down at the floor in shame as he gave the Web-Head this reply. "Yes, yes she did."

Though she knew that Beast was telling the truth, Gwen couldn't help but feel slightly offended by Spidey asking the furry X-Man that. So much so that she couldn't help but give Spidey the infamous 'Look' in response. "Well, excuse me for being worried about you, Peter Parker!" she told him, then looked at his chest to see the cast underneath his shirt. "And wanting to make sure that those stitches are still in place.

Spidey smiled behind his mask, always loving Gwen's caring side for not just him, but for everyone else she cared about. Nonetheless, he removed his mask to reveal the damaged but smiling face of Peter Parker. "Don't worry, Gwen. I've been through worse," Peter told her as gently as he could, then gently touched his bandaged chest. "And trust me, I can feel these things still in place, and I promise that I'll keep them there."

Gwen wanted to believe Peter's words and know that he wasn't trying to sound tough and brave. But seeing the cast underneath his shirt didn't ease her mind one bit, and looked at the floor sadly. "You better."

As for Ms. Marvel, she decided to keep things moving by address Beast himself. "And the rest of us are fine, Dr. McCoy," she told him in a reassuring tone, but then changed her expression to a more worried one. "But I am a little worried with you and Parker's friend being here. Especially that for all we know, Osborn might've tapped this place with wires and hidden cameras while we were gone. Hence why I'm confused as hell as to why Stark wanted to have us meet here."

Suddenly, the conversation is halted when everyone in the mansion heard a secret door in the ceiling open, and in came Iron Man, who gently hovered down and powered off his jet boots when his feet touched the floor. "Yeah, I wouldn't worry too much about that, Carol."

While Iron Man's answer left the Avengers confused, Ms. Marvel gave Iron Man a skeptic look. "Well, not to split hairs, Tony, but Osborn's proven to be a couple of steps ahead of us so far. How do we know that he doesn't have this entire mansion bugged?"

Before answering, Iron Man lifted up his face-plate to reveal the smirking face of Tony Stark. "Well, to that I've got good news and bad news. Bad news is yes, I do detect allot of hidden cameras through my armor."

A clearly worried Peter is the first among his equally bewildered teammates to speak. "And the good news?!"

Tony calmly turned and gave Peter a look of reassurance. "Well, let's just say I have the people at S.W.O.R.D. doing me a favor. Right J.A.R.V.I.S.?"

"Indeed sir," J.A.R.V.I.S. replied in his usual pleasant tone. "In fact, I do believe Ms. Brand and the rest of S.W.O.R.D. agency are giving Osborn the 'show' that you instructed."

Meanwhile, in space and in Earth's orbit was the spaceship, the Damocoles, which now served as S.W.O.R.D.'s headquarters. Inside the main bridge, S.W.O.R.D.'s leader, the green suited, as well as green haired woman named Abigail Brand, is standing over a male Caucasian agent's desk and watching two icons on a computer screen. One icon showed the main bridge of the S.H.I.E.L.D. Helocarrior, and the other an image of Iron Man, Spidey and the rest of the Avengers sitting comfortably in the lounge, drinking water bottles and drying themselves off with towels, all in which was a computer simulation concocted by the Democole's computer technicians and was being fed to the secret cameras in the mansion to fool the people Osborn and the rest of the agents in the Helocarrior."

Seeing that the feed was going well, the agent looking at the screen reported to Abigail. "Simulation is running just fine, ma'am."

The calm and collected Abigail let out a sigh before she responded. "Good, make sure it stays that way until the half-time show is over."

"Yes ma'am," the agent quickly replied, then continued to monitor the simulation's progress.

As for Abigail, she walked away from the agent and went back to the captain's chair, all the while looking a bit annoyed. _"Stark, you owe me big."_


	19. Chapter 19

**SECOND THOUGHTS**

In the lounge of the Avengers Mansion, Tony is standing in front of his teammates projecting five holograms from his armor. The first hologram is that of the digital form of the Vision, while the other four are screens showing the designated battle stations set up for their Quarter Final matches in the tournament. "All right, Avengers," Tony said calmly, deactivating the four holo-screens. "Any questions before we move on?"

It was here that the now human sized Wasp, after putting on her yellow gloves that were just 'specially modified' by Tony himself, raised her hand while looking unsure. "Uh yeah, not that I'm not grateful for you fixing up my gloves Tony, but isn't this, along with looking at Osborn's plans...kinda cheating?"

"Only if you get caught, Jan," a smirking Tony replied in a light hearted tone, hoping that it would ease the tension. But seeing that no one in the room was laughing, he sighed and went back to serious demeanor, something that he personally hated. "But seriously, there's no other option. Like Carol said, Osborn has been two steps ahead since we first started playing this sick game of his, and we've already lost eleven of our teammates. So, if we're going to save them, as well as stop Osborn and his cronies, we have to fight fire with fire."

The digital form of the Vision seemed a bit confused with the 'fire with fire' phrase, as he was still trying to understand human customs, namely their slang. "Well, aside from 'fire' having little to do with this tournament, I do believe that this course of action is the most logical."

Luke, after staying bitterly quiet for so long, finally spoke up. "I second that. Don't need to be a genius to see that this is the best option we got."

Normally, Ms. Marvel didn't like this course of action, but given that being fair was obviously never part of Osborn's game plan, she knew that this could be the only way save both the world from the maniac donning a red, white and blue armor posing as hero to the people she long swore to protect. "Fine," she said to Tony with a stern tone. "Let's hurry up and beat Osborn at his own game so we can save both our friends and the world and get this God forsaken day over with." At that moment, Ms. Marvel noticed that someone in the team was missing. That someone being a certain web-slinging reserve Avenger. "And where the hell's Parker?"

Beast, like the rest of the Avengers, looked around the room in search of Peter, and as he looked to the left side, he quickly answered the Warbird. "I believe he and Ms. Stacy went off to...talk," he said somewhat reluctantly, for being a teacher of the Xavier Institute , he knew what kind of 'talking' a boy and girl would be engaging in if they were alone together.

Tony soon turned to the direction in which the furry X-Man was looking, and soon allowed a smirk to appear on his face. "Sure, they are."

Elsewhere, in the far corner in the main hallway, both Peter and Gwen are conversing in private, with Gwen herself looking a lot more troubled. "I still don't want you to go, Pete," she said sadly, still looking at Peter's bandaged chest.

Peter hated to Gwen sad, especially since he was the reason for it. "I know," he said to her as he put his hand over hers and gently pressed it up against his chest. "And believe me, Gwen, I don't want to go either. I'd much rather stay here with you. But the Avengers need me, and like them, I've got a responsibility to stop Osborn and this insane scheme he's cooked up." As he continued, Peter gave the worried Gwen a smile. "And hey, as far as my match goes, I've beaten Electro like, a kagillion times before all of this, and this time won't be any different. Especially now that we know all about Osborn's fixed battle stations."

Though Gwen could sense Peter's desire to help his friends stop the madman that was Harry's father, still didn't her eyes off of Peter's bandaged slash wound and dreading the dangers that lied ahead. "Maybe..but still, be careful, okay!" said the concerned Gwen, then she looked up at Peter as she brought up the next matter, namely the life of the boy they both love as a brother. "And try to help Harry without hurting him."

"You don't have to worry, Gwen," Peter replied, then briefly turned to the Wasp, improved gloves and all. "I saw Tony adjust her gloves that'll help get that suit off of Harry," As he continued, Peter turned and looked back at Gwen. "And she knows to go easy on him! Believe me, Harry will be saved, we..." Suddenly, Peter soon found himself getting lost in Gwen's baby blue eyes, and thus gently touches her cheek. "...*I* promise."

Feeling Peter's touch caused Gwen's heart to pound hard and fast. So much so, that she instinctively began to close her eyes and slowly move towards Peter to press her lips against his.

Peter himself was getting lost in the moment as well, and also began to lean in towards Gwen's face, with both their lips now inches away from touching. But before they could make contact, Peter noticed a portrait of the original five Avengers, most notably, the smiling Wasp, and was thus reminded of what she told him back in Nick Fury's safe house. Namely that of having a double life as a superhero could put the people he loved and care about in jeopardy. And so, Peter regretfully placed his hands on Gwen's shoulder and gently backed away from her, much to Gwen's shock and dismay. "Look, Gwen, there's something I've been meaning to tell you."

"What is it?" Gwen asked, sounding both concerned and confused.

A saddened Peter could already feeling his heart breaking, for after finally having a chance to finally kiss and be with the girl of his dreams, he once again had to stop those plans and, for Gwen's safety, had to let her down easy. Something he knew he had to do as a superhero, but still didn't like to do one bit. "Well, it's just..."

Suddenly, before Peter could explain himself, Tony Stark, with the rest of the Avengers not far behind, called out to him. "Hey kid, sorry to interrupt, but we got an arena to get back to and a tournament to win!"

"O-Okay, I'll be right there," Peter called back somewhat sheepishly, and with reluctance, he pulled his mask from out of his waistline and place back over his head, completing his guise as the Friendly Neighborhood Spider-Man. He then turned back to the stunned Gwen with a disappointed look. "I'll...tell you later, Gwen. Wait for me."

Gwen responded to Spidey with an uneasy, but warm smile. "All right, I'll be here," she told the Web-Head, then watched him slowly walk away to join Avengers. Moments later, she turned her attention to Wasp, who just so happened to be Harry's boyfriend. "Um, Ms. Van Dyne..."

Wasp held up her hand to cut Gwen off. "I know, Gwen," she said with a small smile. "And don't worry, I'll stop him without hurting him. And after that, he's on our list of friends we need to save."

For Gwen, she found Wasp's warm demeanor reassuring, and thus gave her a nod. "Thank you."

Also happy with the size altering Avenger's answer was that of Spidey, who smiled behind his mask. For while he was worried about Harry, he knew that Wasp would be able what the symbiote would throw at her, especially with her new gloves.

Wasp then turned to face Spidey himself, now looking more determined. "Well, let's go Web-Head! Like Tony said, we got a tournament to win."

For the Web-Slinger, he just gave her nod, equally dead set on winning this sick game and saving Harry, his fellow Avengers and the entire world. "Lead the way!" he told Wasp, and joined her walking towards Tony.

As Gwen watched Spidey and the Avengers leave, Beast soon approached the young girl and saw that she was holding her hands in a praying fashion, no doubt praying for the Wall-Crawler's safe return, as well as Harry and the rest of the Avengers. As such, he gently place a comforting, furry left hand on her shoulder. "The stitches will hold, Ms. Stacy," Beast told her in a comforting tone and getting her attention. "And if he's been able to handle super-villains for this long, I'm sure he can handle whatever else Osborn has planned for him."

Gwen could tell that Beast meant well, and as such gave him a nod of acknowledgement, then turned back to watching Spidey leave with the Avengers, worried expression still present. _"I hope you're right."_

Meanwhile, as all of the Avengers now gathered before Tony, who by now was standing in front of a large open secret elevator which led back down to the War Room below, the Wasp soon took this moment to lean in and ask this to Spidey, as she saw him with Gwen earlier. "So, how about, Pete?" she whispered to him. "Did you tell her about the dangers of dating a superhero?"

Before answering, Spidey let out a sigh of discouragement. "I was about to...then Tony called me."

"Oh," Wasp replied, sounding just as discouraged as well as annoyed by how Tony butted in. "Well, yeah, timing has never been part of Tony's forte." Moments later, Wasp saw Spidey drooping his head in shame, soon grew just as sad as he was, for she hated to be the one to tell her that him dating Gwen was a bad idea. And a shame too, because she thought they'd make the cutest couple. "But for what it's worth, I really am sorry, Pete."

"I know," replied the disappointed Web-Head, and after letting out a sigh, he looked up at Wasp with an understanding look behind his mask. "Thanks...and you're right, me and Gwen staying apart is probably for the best."

The equally saddened Wasp answered by giving Spidey a comforting hand on his shoulder.

Meanwhile, Tony looked to see that the Avengers, or at least what remained of them, were finally assembled. "Good, gang's all here," said Tony as he pulled his face plate down and complete his Iron Man guise. "Now Avengers, let's head back to the Garden and give Osborn a reminder of who he's dealing with!"


	20. Chapter 20

**THE QUARTER FINALS**

Back in Madison Square Garden, the Iron Patrionettes have just finished their act and were rewarded with applause from the crowd, more so from the males in the audience. Moments later, the announcer showed up center stage with microphone in hand. "Let's hear it for the Iron Patiotnettes!" he exclaimed with a smile, causing the crowd to cheer even louder for the exiting Iron Patriotnettes, with many of them blowing kisses to the audience.

Seconds later, the three remaining Thunderbolts, Surge, the Scarlet Spider and their leader, the Iron Patriot all arrive via the teleportation pad, much to the delight of the Thunderbolt fans.

The announcer saw the Thunderbolts' arrival and naturally called the crowd's attention to them. "And we have the Thunderbolts!" he said with infectious enthusiasm, but later looks confused. "But where are the Avengers?"

The announcer soon got his answer when Iron Man hovering from the left side of the stage and lands safe on the floor, with Spidey and the rest of the Avengers walking behind him. "Right here, pal!" the Shellhead called out, getting the Avengers attention, then soon caught a glimpse Iron Patriot's newer sleeker armor, causing him to raise an eyebrow behind his face plate. "So, Norman made a newer version of the Patriot armor," he said to himself. "This should be interesting."

Spidey heard Iron Man's intrigued words, and was as optimistic. _"If by interesting, you mean harder than ever, Tony,"_ thought the Web-Head. _"Yeah, can't doubt that."_

With both teams now accounted for, the announcer turned back to the crowd. "All right folks, all our players have returned, so let's get the Quarter Finals started!" As the audience roared in approval, the announcer directed everyone's attention to the large screen, who now showed the Quarter Final brackets. "And the fights we have in the Quarter Finals are..."

MATCH 1: SPIDER-MAN VS. SURGE

MATCH 2: WASP VS. SCARLET SPIDER

MATCH 3: LUKE CAGE VS. MS. MARVEL

And finally, MATCH 4: IRON MAN VS. IRON PATRIOT

"...And now, let's get things underway with the Avengers' Web-Slinging Spider-Man and the Thunderbolts' electrifying Surge! Gentlemen, if you'll board the teleportation pads, please?"

Surge wasted no time in getting on to the pad, as he could not wait to finally fry Spidey for all those times he humiliated him in his days as Electro.

Back in the Avengers corner, Iron Man looked back at Spidey, who appeared to be a little nervous. "You're up, kid."

The nervous Spidey took a deep breath to calm his nerves, then gave Iron Man a nod of acknowledgement and was just about to proceed to his match.

However, the now pixie-sized Wasp flew over to address the Wall-Crawler. "Good luck, Bug-boy, and try not to get fried."

"Trust me, Jan, not getting zapped by that human bug-zapper is half the plan," Spidey retorted with a smirk behind his mask, then walked towards the pad, leaving behind his worried teammates. Especially Ms. Marvel, who still was not too sure about his abilities as an Avenger. Upon stepping on to the platform, Spidey took a moment to look over Surge's right shoulder and spotted the Scarlet Spider, looking at the symbiote covered teen with a saddened expression, but at the same time, earning him an angered disgusted look from his troubled friend in return. _"Harry..."_

Seeing Spidey preoccupied with looking at the Scarlet Spider greatly angered Surge, as he felt that his old enemy, and scheduled opponent, was ignoring him and it caused streaks of electricity to run though his body.

This actually caught Spidey's attention, thus forcing him to turn and face Surge, looking somewhat shocked at his opponent's 'shocking' demeanor, but for the sake of keeping morale for his team, shrugs it off. "Whoa, hey there Sparky," he quipped. "I see that your just as tense as always."

"Very funny, Web-Head," said the seething Surge. "We'll see if you're still cracking jokes after I light you up like a Christmas tree!"

Moments later, the pads activate and sent both Spidey and Surge vanish and are sent to an unknown destination so they can get the Quarter Finals underway.  
  
 **END OF BOOK THREE**  
  
 **SPIDEY AND THE AVENGERS WILL RETURN IN THE QUARTER FINALS**


End file.
